definiens: means, with respect to particular Know - How or a particular Patent, possession bythe Party granting the applicable right, license or sublicense to the other Party as provided hereinof the power and authority, whether arising by ownership, license, or other authorization, todisclose and deliver the particular Know - How to the other Party, and to grant and authorize undersuch Know - How or Patent the right, license or sublicense, as applicable, of the scope granted tosuch other Party in this Agreement without giving rise to a violation of the terms of any agreementor other arrangement with, or the rights of, any Third Party . Notwithstanding anything to thecontrary in this Agreement, the following shall not be deemed to be Controlled by [COMPANY] : ( a ) anyKnow - How or Patent owned or licensed by any Acquiring Entity immediately prior to the effectivedate of the Acquisition Transaction, and ( b ) any Know - How or Patent that any Acquiring Entitysubsequently develops without accessing or practicing the Know - How or Patent owned orlicensed by [COMPANY] immediately prior to the effective date of the Acquisition Transaction ( ) ; provided, however all such Know - How or Patent subsequentlydeveloped or created by any Acquiring Entity from or through access to or practice of the ExistingPfenex Technology shall be deemed to be Controlled by [COMPANY] . shall have itscorrelative meanings