definiens: means the Nondisclosure Agreement by and between the Parties, dated as of January 19, 2012 1.20 means, with respect to any Know - How or Patent of a Party ( or, as described below, a Future Acquirer ), that the Party or its Future Acquirer or its Affiliate has the ri ght and ability ( other than pursuant to a license granted hereunder ) to grant access and a license or sublicense to su ch intellectual property right to the other Party as p rovided in this Agreement without violating an agre ement with or other rights of any Third Party ; provided that any intellectual property right Controlled by a Fu ture Acquirer of a Party shall not be treated as by such Party or its Affiliates, for purposes of this Agreement, to the extent, but only to the extent, that such intel lectual property ( a ) is Controlled by such Future A cquirer of such Party immediately prior to the time such Future Acq uirer qualifies as such, other than pursuant to a l icense or other grant of rights by such Party or its Affiliat es, or ( b ) is subsequently Controlled by such Futur e Acquirer but was not Controlled by such Party or any of its exis ting Affiliates immediately prior to the time such Future Acquirer qualifies as such and did not come under t he Control of such Future Acquirer due to any refer ence or access to Background Patents of such Party or Core Technology of such Party by such Future Acquirer