definiens: or means, with respect to any Intellectual Property of a Party or any of its Affiliates that the Party or its Affiliates ( a ) owns, has an interest in, or, other than pursuant to this Agreement, has a license to such Intellectual Property and ( b ) has the ability to grant access, a license or a su blicense to such Intellectual Property to the other Party as provide d in this Agreement without violating an agreement with any Third Party . Notwithstanding anything in this Agree ment to the contrary, a Party shall be deemed not t o Control any Intellectual Property that is Controlled by an [ * * * ], or such [ * * * ] Affiliates ( other than an Affi liate of such Party [ * * * ] to the [ * * * ] ) ( a ) prior to the [ * * * ] of such [ * * * ], except to the extent that any such Int ellectual Property was developed [ * * * ] such [ * * * ] through the use of t he [ * * * ] technology, or ( b ) after such [ * * * ] to the extent that such Patents or know - how are developed or conceived by the [ * * * ] or its Affiliates [ * * * ] such [ * * * ] wi thout using or incorporating any Intellectual Property of the [ * * * ] or its Affiliates [ * * * ] to such [ * * * ]