definiens: or means, with respect to any Intellectual Property, the possession by a Party or any of its Affiliates, whether by own ership or license ( other than by a license granted under this Agreement ), of the ability to grant to t he other Party access to or ownership of such Intellectual Property, or, a license or a sublicens e in, to or under such Intellectual Property, as pr ovided herein, without requiring the consent of a Third Pa rty or violating the terms of any agreement or othe r arrangement with any Third Party . A Party shall not be deemed to Control any Intellectual Property tha t is owned or controlled by an Acquirer, except to th e extent that any such Patent Rights or Know - How were developed in the course of such Party ’s or suc h Acquirer ’s performance of activities under this Agreement or through the use or application of the other Party ’s Intellectual Property or Confidential Information