definiens: or means, with respect to a Party and any Patent Rights, Know -How or other intellectual property rights, the possession by such Party or its Affiliates ( whether by ownership, license or otherwise ) of, ( a ) with respect to any tangible Know -How, the legal au thority or right to physical possession of such tangible Know -How, with the right to provide such tangible Know -How to the other Party on the terms and conditions set forth herein, or ( b ) with respect to Patent Rights, intangible Know -How or other intellec tual property rights, the legal authority or right to grant a license, sublicense, access or right to use ( as applicable ) under such Patent Rights, intangible Know -How or other intellectual property rights to the other Party on the terms and conditions set forth herein, in each case of ( a ) and ( b ), without ( i ) breaching the terms of any agreement with a Third Party in existence as of the time such Party or its Affiliates would first be required hereunder to grant the other Party such access, right to use or ( sub)license or ( ii ) paying any consideration to any Third Party under an agreement between such Party ( or its Affiliates ) and such Third Party under which such Patent Rights, Know -How or other intellectual property rights are in -licensed to such Party or its Affiliates, [ * * * ]