definiens: or means, with respect to any Know - How, material, Patent Right, or otherintellectual property right, the possession ( whether by ownership or license ) by a Party or its Affiliate of the ability togrant to the other Party a license, sublicense or access as provided herein to such Know - How, material, Patent Right, or other intellectual property right, without violating the terms of any agreement or other arrangement with any ThirdParty, or being obligated to pay any royalties or other consideration therefor, in existence as of the time such Party orits Affiliates would first be required hereunder to grant the other Party such license, sublicense or access ; provided, however, that if ( a ) AMGEN would Control any Know - How, material, Patent Right, or other intellectual property rightbut for an obligation to pay royalties or other consideration in connection with a transfer or grant to AKERO of such Know - How, material, Patent Right, or other intellectual property right and ( b ) AKERO agrees in writing to reimburseAMGEN for all such royalties or other consideration, then such Know - How, material, Patent Right, or other intellectualproperty right shall be deemed Controlled by AMGEN