definiens: or means with respect to any Know -How or Patent or other data, information or Materials, possession of the ability by a Party or its Affiliate(s ) ( whether by sole or joint ownership, license or otherwise, other than pursuant to this Agreement ) to grant, wit hout violating the terms of any agreement with a Third Party, a license, access or other right in, to or under such Know -How or Patent or other data, information or Materials . Notwithstanding anything in this Agreement to the contrary, a Party will be deem ed to not Control any Patents or Know -How that are owned or controlled by a Third Party described in the definition of or such Third Party ’s Affiliates ( other than an Affiliate of such Party prior to the Change of Control ), ( a ) prior t o the closing of such Change of Control, except to the extent that any such Patents or Know -How were developed prior to such Change of Control through the use of such Party ’s technology, or ( b ) after such Change of Control to the extent that such Patents o r Know -How are developed or conceived by such Third Party or its Affiliates ( other than such Party ) after such Change of Control without using or incorporating such Party ’s technology