definiens: or means, subject to Section 10.5 ( Upstream License Agreements ) and Section 17.4.2 ( Change of Control ), with respect to any material, Patent, Know - How, ot her intellectual property right or Confidential Informa tion, the ability of a Party or its Affiliates, as applicable ( whether through ownership or license ( other than a license granted in this Agreement ) ) to grant to th e other Party the licenses or sublicenses as provided herei n, to otherwise disclose such Know - How, intellectua l property right or Confidential Information to the other Part y, or to grant access to such material to the exten t not in violation of the terms of any then - existing agreeme nt with any Third Party at the time such Party or i ts Affiliates, as applicable, would be required hereunder to grant the other Party such license or sublicenses as pro vided herein or to otherwise disclose such Know - How, intellectua l property right or Confidential Information to the other Party