definiens: means the possession by a Party ( whether by ownership, license, or otherwise ), other than pursuant to thisAgreement, of, ( a ) with respect to any tangible Know - How, the legal authority or right to physical possession of suchtangible Know - How, with the right to provide such tangible Know - How to the other Party on the terms set forth herein, ( b)with respect to Patent Rights, Regulatory Approvals, Regulatory Submissions, intangible Know - How, or other intellectualproperty, the legal authority or right to grant a license, sublicense, access, or right to use ( as applicable ) to the other Partyunder such Patent Rights, Regulatory Approvals, Regulatory Submissions, intangible Know - How, or other intellectualproperty on the terms set forth herein, or ( c ) with respect to a product or component thereof, the legal authority or right togrant a license, sublicense, access, or right to use ( as applicable ) to the other Party under Patent Rights that Cover orproprietary Know - How that is incorporated in or embodies, such product or component on the terms set forth herein, ineach case ( ( a ), ( b ), and ( c ) ), ( i ) without breaching or otherwise violating the terms of any arrangement or agreement with aThird Party in existence as of the time such Party or its Aﬃliates would ﬁrst be required hereunder to grant the other Partysuch access, right to use, licenses, or sublicense or ( ii ) with respect to Know - How or Patent Rights developed, acquired, orlicensed by a Party after the Eﬀective Date, without incurring any additional payment obligations to a Third Party that arenot subject to an agreed allocation between the Parties