definiens: ( including, with correlative meanings, or ) shall mean, with respect to anyKnow - How, Patent Right, other intellectual property rig ht, material or Conﬁdential Information, possession by a Pa rty(whether by ownership or license or otherwise, other tha n pursuant to a license or other rights granted to such Pa rty underthis Agreement ), directly or through an Aﬃliate of such Par ty, of the ability to transfer or disclose, or grant a l icense orsublicense under, such right, material or Conﬁdential Inf ormation, as applicable, as provided for herein without violating theterms of any agreement or binding arrangement with an y Third Party ; provided, however, that :( a ) with respect to any Know - How, Patent Right, other intell ectual property right, material or ConﬁdentialInformation acquired by Cidara or any Aﬃliate of Cidara from a Third Party after the Eﬀective Date, Cidara or su ch Aﬃliateshall be deemed to such Know - How, Patent Right, other intellectual property right, material or Conﬁd entialInformation only if : ( i ) Cidara or such Aﬃliate [ * * * ] w ith respect thereto ; ( ii ) [ * * * ] use or practice of such Kno w - How, PatentRight, other intellectual property right, material or Conﬁdential Information, as applicable, under this Agre ement [ * * * ] ; and(iii ) [COMPANY] acknowledges and agrees in writing that, not withstanding Article 8 and Section 10.2 hereof, Cidara d oes notgrant, or purport to grant, to [COMPANY], or have, or pur port to have, any rights with respect to prosecution, mai ntenance, enforcement or defense of any such Patent Right that are not expressly granted by such Third Party to Cidara ; and(b ) any Know - How, Patent Right, other intellectual property right, material or Conﬁdential Information that isowned or licensed by an Acquirer of Cidara or any Aﬃliate of such Acquirer ( excluding any Aﬃliate that was an Aﬃliate o fCidara prior to a Change of Control and became an Aﬃl iate of such Acquirer as a result of such Change of Control ) shall notbe deemed to be Controlled by Cidara for purposes of t his Agreement, except to the extent, and only to the exten t that, suchKnow - How, Patent Right, other intellectual property rig ht, material or Conﬁdential Information ( i ) is actuall y used by Cidara, the Acquirer or any of their respective Aﬃliates in the per formance of Development, Manufacturing or Commercializat ionactivities with respect to any Compound or Product followin g the consummation of the Change of Control of Cidara, ( ii ) ismade, conceived or reduced to practice by the Acquirer or an y such Affiliates 8through the use of the Cidara Technology or Joint Techno logy following the consummation of the Change of Contr ol ofCidara or ( iii ) was transferred, disclosed or otherwise l icensed or sublicensed to Cidara prior to the consummation of theChange of Control of Cidara