definiens: means a Person or entity that controls, is controlled by or is under common control with a Party, but only for so long as such control exists . For the purposes of this Section 1.2, the word ( including, withcorrelative meaning, the terms or ) means the actual power, eitherdirectly or indirectly through one or more intermediaries, to direct the management and policies of such Person orentity, whether by the 1ownership of at least 50 % of the voting stock of such entity, or by contract or otherwise ; provided, however, the useof in this Agreement : ( a ) with respect to the Patents and Know - How licensed under Section 2.1(a ) byLicensor shall exclude any Patents and Know - How of any Change of Control Affiliate ; and notwithstanding anything inthis Agreement or otherwise, in all cases, all Patents, Know - How, information and materials included within the rightslicensed to Viking under Section 2.1(a ) by Licensor prior to the time that such Change of Control occurs shall continueto be included in the licensed rights following such Change of Control ; ( b ) with respect to Licensor ’s obligations inSection 2.3 regarding technology transfer shall exclude any Know - How of a Change of Control Affiliate ; ( c ) withrespect to Licensor ’s obligations in Section 2.5 regarding non - competition shall exclude any Change of ControlAffiliate only if such Change of Control Affiliate is already engaged in substantial competitive development andcommercialization activities as of the date of the definitive agreement governing such Change of Control and solelywith respect to such pre - existing activities ; and ( d ) for all other purposes, including with respect to all other obligationsof Licensor under this Agreement, such Change of Control Affiliate shall be bound by the terms of this Agreementfollowing such Change of Control