definiens: or means with resp ect to any Intellectual Property Right or material ( including any Patent Right, Know - How or other data, information or material ), the ability ( whether by sole, joint or other ownership interest, license or otherwise, other than pursuant to this Agreement ) to, without violating the terms of any agreement with a Third Party, grant a license or sublicense or provide or provide access or other right in, to or under such Intellectual Property Right or material . Notwithstanding anything to the contrary in this Agreement, the following shall not be deemed to be Controlled by Theravance : ( i ) any material, Know - Ho w or Intellectual Property Right owned or licensed by an y Acquiring Entity immediately prior to the effecti ve date of Change of Control making such Third Party an Acquir ing Entity, and ( ii ) any material, Know - How or Inte llectual Property Right that any Acquiring Entity subsequent ly develops without accessing or practicing the The ravance Technology