definiens: or means ( a ) the possession by a Party ( whether by ownership, license, or otherwise other thanpursuant to this Agreement ) of, ( i ) with respect to any tangible Know - How, the legal authority or right to p hysicalpossession of such tangible Know - How, with the right to p rovide such tangible Know - How to the other Party on the termsset forth herein, or ( ii ) with respect to Patent Right, Regulatory Approvals, Regulatory Materials, intangible Know - How, orother intellectual property rights, the legal authorit y or right to grant a license, sublicense, access, or right t o use ( asapplicable ) to the other Party under such Patent Right, Regulatory Approvals, Regulatory Materials, intangible Know - How, or other intellectual property rights on the terms set f orth herein, in each case ( ( i ) and ( ii ) ), without brea ching or otherwiseviolating the terms of any arrangement or agreement wi th a Third Party or incurring any additional payment ob ligations to aThird Party unless the other Party agrees in writing to be bound by the applicable portion of such payment obli gation ; and(b ) with respect to any product, the possession by a Party of the ability ( whether by sole or joint ownership, license orotherwise, other than pursuant to this Agreement ) to g rant a license or sublicense of Patent Rights that claim su ch productor proprietary Know - How that is used in connection with the Exploitation of such product . Notwithstanding the fo regoing, aParty and its Aﬃliates will not be deemed to any Patent Rights, Know - How, or product that, prior t o theconsummation of a Change of Control of such Party, are owned or in - licensed by a Third Party that becomes an Aﬃl iate ofsuch acquired Party or that merges or consolidates with such Party after the Eﬀective Date as a result of such Change o fControl