definiens: shall mean, with respect to any Intellectual Property right, possession by a party(including its Affiliates ) of the right ( whether by ownership, license or otherwise ) to grant to another party a license or asublicense under such Intellectual Property right without violating the terms of any agreement or other arrangementwith any third party . and shall have their correlative meanings . Notwithstanding anything tothe contrary in this Agreement, in the event that a Third Party acquires ( including by merger or consolidation ) a Partyor an Affiliate of a Party, or a Party or an Affiliate of a Party transfers to a Third Party all or substantially all of itsassets to which this Agreement relates ( such Third Party and its Affiliates immediately prior to such acquisition ortransfer ( the ), collectively, the ), the following shall not be deemed to beControlled by such Party or its Affiliates for purposes of this Agreement : ( i ) any subject matter owned or controlled byany Acquiring Entity immediately prior to the effective date of such Subject Transaction, and ( ii ) any subject matterdeveloped or acquired by or on behalf of any Acquiring Entity after a Subject Transaction independently, withoutaccessing or practicing subject matter within the Licensed Technology or any other technology or information madeavailable to such Party under this Agreement