definiens: or means with respect to any material, Know - How, or intellectual property right ( including Patent Rights ), that a Pa rty has the power ( whether by ownership, license, o r otherwise other than pursuant to this Agreement ) to grant to the other Party access, a license, or a sublicense ( as applicable ) to the same on the terms and conditions set forth i n this Agreement without violating any obligations of the granting Party to a Third Party . Notwithstanding the foregoi ng, a Party will not be deemed to any mat erial, Know - How, or intellectual property right ( including Pate nt Rights ) that, prior to the consummation of the m erger, consolidation or transfer making such Third Party a n Acquiring Entity, is owned or in - licensed by a Th ird Party that becomes an Affiliate of such acquired Party af ter the Effective Date as a result of such acquisit ion transaction or that any Acquiring Entity subsequently 2 Competitive Information – Discovery Information an d Commercially Sensitive Terms