definiens: means, with respect to particular Know - How or a p articular Patent, possession by the Party granting the applicable right, license or sub license to the other Party as provided herein of th e power and authority, whether arising by ownership, license, o r other authorization, to disclose and deliver the particular Know - How to the other Party, and to grant and autho rize under such Know - How or Patent the right, licen se or sublicense, as applicable, of the scope granted to such other Party in this Agreement without giving r ise to a violation of the terms of any written agreement wit h any Third Party ; provided, however, that for righ ts acquired or licensed from Third Parties after the Effective Date, no additional payment is due to such Third Pa rties as a result of the grant or exercise of such right, lice nse or sublicense, or otherwise such other Party ag rees to pay such additional payment due to such Third Parties for su ch right, license or sublicense . and have their correlative meanings . Notwithstanding an ything to the contrary in this Agreement, the follo wing shall not be deemed to be Controlled by a Party or its Af filiates : ( i ) any technology owned or controlled by any Acquiring Entity immediately prior to the effective date of m erger, consolidation, acquisition or transfer with such Party or its Affiliate, and ( ii ) any technology that any Acq uiring Entity subsequently ( x ) develops without acc essing or practicing the subject matter within the Licensed T echnology or ( y ) licenses or otherwise obtains or a cquires from a Third Party, in each case ( x ) and ( y ) after the e ffective date of merger, consolidation, acquisition or transfer with such Party or its Affiliate