definiens: or ( within the meaning of Section 13(d ) or 14(d ) of the Securities Exchange Act of 1934, as amended ) that is controlled directly or indirectly by [COMPANY] or TMC or such Party 's present officers or directors, ( a ) that directly or indirectly acquires all or substantially all of the stock or assets of [COMPANY] or TMC or ( b ) into which [COMPANY] or TMC is consolidated or merged, shall not be required to provide the other Party with rights under Section 2.1.1 ( b ) or Section 2.2, as the case may be, in the event and to the extent that those provisions would require such acquiring Third Party to grant licenses to the other Party covering inventions conceived and reduced to practice by such Third Party prior to the date it acquires [COMPANY] or TMC, without access to or knowledge of any [COMPANY] Know - How, [COMPANY] Confidential Information, TMC Confidential Information ( as defined without reference to whether such TMC Confidential Information is disclosed to [COMPANY] ), TMC Inventions or Derivative Information ( unless such access to or knowledge of was provided to such Third Party by the non - acquired Party ) . In each case, the burden of establishing such exception to the Section 2.1.1 ( b ) or Section 2.2 license will fall upon the acquiring Third Party