definiens: or means, with respect to any Intellectual Property Rights or products, the legal authori ty or right ( whether by ownership, license, or otherwise other than pursuant to this Agreement ) of a Party or any of its Affiliates ( or, as described below, a Future Acquirer ) to grant a license or a sublicense of or under such Intellectual Property Rights or products, without requiring the consent of a Third Party or breaching the terms of any agreement with a Third Party or giving rise to a financial obligation to a Third Party or misappropriating the proprietary or trade secret information of a Third Par ty . Notwithstanding the foregoing, Intellectual Property Rights or products to which a Future Acquirer of a Party has rights or owns shall not be treated as by a Party or its Affiliates or developed by a Party for purposes of this Agreement to the extent, but only to the extent, that such Future Acquirer of such Party or its Affiliates ( a ) have such rights to or own such Intellectual Property Rights or products, as applicable, immediately prior to the time such Future Acquirer qualifies as such, other than pursuant to a license or other grant of rights by such Party, or ( b ) gain such rights to or ownership of such Intellectual Property Rights or products, as applicable, ( i ) subsequent to the time that such Future Acquirer qualifies as such but w as not Controlled by or developed by such Party or its Affiliates at any time prior to the time such Future Acquirer qualifies as such, and ( ii ) independently of such other Party or its Affiliates and their respective Intellectual Property and products