definiens: means, with respect to any material, Information, or intellectual property right, that a Party(a ) owns such material, Information, or intellectual property right, or ( b ) has a license or right to use to suchmaterial, Information, or intellectual property right, in each case ( a ) or ( b ) with the ability to grant to the other Partyaccess, a right to use, or a license, or a sublicense ( as applicable ) to such material, Information, or intellectualproperty right on the terms and conditions set forth herein, without ( i ) violating the terms of any agreement or otherarrangement with any Third Party in existence as of the time such Party or its Affiliates would first be requiredhereunder to grant the other Party such access, right to use or ( sub)license or ( ii ) paying any sums of money to anyThird Party that assigned or licensed such Information and/or intellectual property right to such Party that becomepayable in connection with the other Party ’s exploitation thereof hereunder unless ( A ) the other Party agrees in writingto pay any such sums, subject to Section 8.5(b)(ii ), or ( B ) such sums are payable under any agreement in effect as ofthe Effective Date