definiens: shall mean ( a ) Patents or Know - How held or otherwise controlled by an Acquisition Affiliate immediately prior to the Acquisition Event between [COMPANY] and such Acquisition Affiliate ( as defined in Section 1.4 below ), other than Patents that do not specifically relate to drug delivery or formulation technology held or otherwise controlled by any such Acquisition Affiliate that WOUld, but for a license granted hereunder, be infringed by the development or commercialization of IMO Candidates or IMO Leads and ( b ) Patents or Know - How developed or acquired and controlled by an Acquisition Affiliate after the Acquisition Event between [COMPANY] and such Acquisition Affiliate that specifically relate to drug delivery or formulation technology, which Patents or Know - How are not developed or acquired through the use of, or as an improvement to, any [COMPANY] Intellectual Property or [COMPANY] Background Intellectual Property Controlled ( other than through an Acquisition Affiliate ) by [COMPANY]