definiens: means, with respect to Patent Rights or Know - How, that theapplicable Party, in whole or in part, owns or has a license to such Patent Rights or Know - How ( but without taking intoaccount any rights granted by one Party to the other Party pursuant to this Agreement ) and has the ability to grant alicense or a sublicense, as applicable, or to otherwise disclose proprietary or trade secret information, to such otherParty, without misappropriating the proprietary or trade secret information of a Third Party or violating the terms of anyagreement or other arrangement with any Third Party existing and in effect at the time such Party would be requiredhereunder to grant the other Party such license or sublicensee ; provided, however, that if a Party is acquired pursuant toa Change of Control, the acquired Party will not be deemed to Control any Know - How, Patent Rights or otherintellectual property rights owned or controlled prior to such Change of Control by any entities that were not Affiliates ofthe acquired Party prior to such Change of Control and become Affiliates of the acquired Party in connection with suchChange of Control