definiens: or means, with respect to any particular Patents or Know - How, possession by the Party granting the applicable rig ht, license, access or release to the other Party a s provided herein of the power and authority, whether arising by ownership, license, or other authorization, to d isclose and deliver such Patents or Know - How, and to grant and authorize under such Patents or Know - How, the right, license, access or release, as applicable of the sc ope granted to such other Party in this Agreement w ithout giving rise to any violation of the term of any written ag reement with any Third Party existing at the time s uch disclosure is first made or such right, license acc ess or release first comes into effect hereunder . and have their correlative meanings . Notw ithstanding anything to the contrary in this Agreem ent, in the event that a Third Party merges or consolidates with or acquires a Party or an Affiliate of a Part y, or a Party or an Affiliate of a Party transfers to a Third Par ty all or substantially all of its assets to which this Agreement relates ( such Third Party and its Affiliates immedi ately prior to such merger, consolidation or transf er ( the ), collectively, the ), then ( a ) any Patents or Know - How owned or controlled by any Acquiring Entity ( and not Cont rolled by such Party or its Affiliates ) immediately prior to the effective date of such Acquisition Transaction, and ( b ) any Patents or Know - How independently deve loped or acquired by or on behalf of any Acquiring Entity after an Acquisition Transaction without accessing or practicing any Patents or Know - How or Confidential Information made available to such Party under this Agreement, shall not be deemed to be Controlled by such Party or its Affiliates after the effective da te of such Acquisition Transaction for purposes of this Agreem ent