definiens: , or means, with respect to any ( a ) material, know - how or other information or ( b ) Intellectual Property Righ t, the possession of ( whether by ownership or licen se, other than pursuant to this Agreement ), or the ability of a Party or its Affiliates to grant access to, or a license or sublicense of, such item or right as provided for h erein without violating the terms of any agreement or other arrangement with any Third Party existing at the ti me such Party would be required hereunder to grant the other Party such access or license or sublicense . For cla rity, the Parties acknowledge that no conceptions, developments, techniques, data, inventions, improve ments, technical information, or works of authorshi p that were, are, or that hereafter may be in whole or in part conceived, reduced to practice, discovered, cr eated, authored or otherwise made or obtained by or for Pr otiva or its contractors at any time since January 18, 2001, will be considered to be Controlled by [COMPANY] by v irtue of any agreement, right, or claim existing or arguably existing prior to the Effective Date