definiens: or means with respect to any Know - How or Patent or o ther data, information or Materials, possession of the ability ( whether by sole or joint ownership, license or ot herwise ), other than pursuant to this Agreement, by a Party or its Affiliate(s ) to grant, without violating the terms of any agreement with a Third Party, a license, access or other righ t in, to or under such Know - How or Patent or other data, information or Materials . Notwithstanding anything in this Agreement to the contrary, following a Chan ge of Control of a Party, such Party and its Affiliates w ill be deemed to not Control any Patents or Know - Ho w that are owned or controlled by the Third Party described in the definition of or such Thir d Party ’s Affiliates ( other than any Affiliate of such Party prior to the Change of Control ) ( a ) prior to the cl osing of such Change of Control, except to the extent that any su ch Patents or Know - How were developed by such Third Party or its Affiliates prior to such Change of Control u sing or incorporating such Party ’s or its pre - exist ing Affiliate ’s Know - How or Patents, or ( b ) after such Change of Co ntrol to the extent that such Patents or Know - How a re developed or conceived by such Third Party or its A ffiliates ( other than such Party or its pre - existin g Affiliates ) after such Change of Control without using or incor porating such Party ’s or its pre - existing Affiliate ’s Know - How or Patents