definiens: means with respect to any Know - How ( including any Licensed Know - How ), Material orintellectual property rights ( including Licensed Patent Rights ) to which either Party has rights as of the Original AgreementEffective Date or obtains rights after the Original Agreement Effective Date but before termination of this Agreement, possession by a Party or its Affiliate of the ability ( whether by ownership, license or otherwise ) to grant access, a license or asublicense to such Know - How, Material or intellectual property right as provided for in this Agreement ( i ) without violatingthe terms of any agreement with any Third Party in existence as of the Original Agreement Effective Date and ( ii ) withoutrequiring any further payment ( whether or not then due and payable ) under any agreement with any Third Party ( unlessAmgen has, in accordance with Section 8.5.1.1 ( Grant of License ), elected to pay AMT any 4 amounts owed to such Third Party under the Third Party Agreements by reason of [COMPANY] ’s Exploitation of GDNF Products )