definiens: or shall mean with respect to the subject item, the possession ( whether by ownership or license, other than pursuant to this Agreement ) by a Party of the right to grant to the other Party access or a license as provided herein under such item or right without violating the terms of any agreement or other arrangement with any Third Party or, with respect to any agreements or arrangements executed with any Third Party after the Effective Date, incurring any additional costs or expenses under any such agreement or arrangement, provided that if the other Party agrees to bear such additional costs or expenses with respect to the subject item, such subject item shall be deemed Controlled by the Party granting the access or license herein . Notwithstanding anything to the contrary in this Agreement, no Technology, materials, information or other intellectual property or other proprietary rights not Controlled by a Party or any of its Affiliates prior to an Industry Transaction ( as defined below ) of such Party will be Controlled for purposes of this Agreement after such Industry Transaction, other than ( a ) Technology, material, intellectual property or information conceived, reduced to practice, authored, developed, generated or otherwise made by any Person within the Acquiring Group ( defined below ) as part of the activities under this Agreement or in the course of performing research or development in the Field using the Biofuel IP during the Term, and ( b ) any Patent Right that claims priority, directly or indirectly, to any other Patent Right first Controlled by a Party of its Affiliates before the Industry Transaction no matter when such Patent Right is filed or issued . For purposes of the foregoing, for a Party shall mean that ( x ) that such Party will have become an Affiliate of a Third Party or ( y ) any sale, license or other transfer ( in one transaction or a series of related transactions, and by any means, including by merger or consolidation ) of all or substantially all of such Party 's assets or that portion of its business pertaining to the subject matter of this Agreement will have occurred to a Third Party ( such Third Party in this clause ( x ) and/or ( y ), together with its affiliates ( for clarity including any Person that becomes an affiliate of such Third Party as a result of the Industry Transaction ), the )