definiens: means, with respect to a Party, or any Affiliate t hat it controls ( within the meaning of Section 1.1 ), as applicable, and any compound, m aterial, Information or intellectual property right, that such Party or any such controlled Affiliates(s ), as appl icable, has the legal authority or right ( whether b y ownership, license or otherwise ( including by way of any licen se or other rights received from any Sublicensee ) b ut without taking into account any rights granted by one Party to the other Party pursuant to this Agreement ) to grant to the other Party access, a license or a sublicense ( as a pplicable ) to such compound, material, Information or intellectual property right as provided for herein without viola ting the terms of any agreement or other arrangemen ts with any Third Party existing at the time such Party or any such Affiliate(s ), as applicable, would be first re quired hereunder to grant the other Party such access, license or su blicense