definiens: shall mean, with respect to a ProposedAntigen or Collaboration Antigen ( irrespective of whether such Collaboration Antigen becomes a Discontinued Antigenor a Failed Antigen ), Know - How Rights Controlled by ABX or its Affiliates in Antigen - Specific Technology, that ( a ) areControlled by ABX or its Affiliates prior to the date of the applicable Antigen Notice under Section 2.2.1(a ), 2.2.1(j ) or2.2.1(k ), as applicable, ( b ) are first Controlled by ABX or its Affiliates after such date pursuant to the merger, acquisition ( whether of all of the outstanding stock or all or substantially all of the assets of a Person ) or similartransaction by or with another Person, ( c ) are first Controlled by ABX or its Affiliates after such date pursuant to anABX In - License listed on Exhibit K-2, ( d ) are first conceived or generated by or on behalf of ABX or its Affiliates underor in connection with any program conducted outside this Agreement without violating the terms of this Agreement,(e ) are first conceived or generated by or on behalf of ABX in connection with any validation activities conducted byABX with respect to such Proposed Antigen pursuant to Section 2.2.2(a ), or ( f ) are first conceived or generated by oron behalf of ABX in connection with any work performed by ABX under an internal program with respect to theAdvanced ABX Antigen or an Accelerated ABX Antigen prior to each such Antigen being designated as aCollaboration Antigen ; provided, however, that ABX Prior Antigen - Specific Know - How Rights shall not include anyAntigen - Specific Technology that is first Controlled by ABX or its Affiliates or first conceived or generated by or onbehalf of ABX, as applicable, after such Antigen becomes a Non - Selected Antigen, a Discontinued Antigen or a FailedAntigen