definiens: or means with respect to any item of information, ma terial or intellectual property right ( including any Patent R ight or Technology ) or other data, information or m aterial, the ability ( whether by sole, joint or other ownership interest, license or otherwise, other than pursuant to this Agreement ) to, without violating the terms of any a greement with a Third Party, assign, grant a licens e or sublicense or provide access or other right in ( as applicable based on the context ), to or under such intellectual property right, data, information or material ; provided, that neither Party shall be deemed to Control any item of information, material or intellectual property righ t ( a ) if access requires or triggers a payment obli gation not reimbursed by the other Party requesting access, or ( b ) that was owned or controlled by an Acquirer of such Party ( i ) prior to a Change of Control of such Party or ( ii ) after a Change of Control of such Party that, i n the case of ( ii ), was developed, invented or obtained by the Acquirer after the Change of Control without the use of any Confidential Information or proprietary materials o f the Party undergoing such Change of Control that are related to this Agreement