definiens: or means the possession by a Party ( whether by ownership, license or otherwise ) of, ( a ) with respect to any tangible Know -How, the legal authority 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 Patents, intangible Know -How or other intellectual property rights, the legal authority or right to grant a license, sublicense, access or right to use ( as applicable ) un der such Patents, 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 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