definiens: shall mean, with respect to a ProposedAntigen or Collaboration Antigen ( irrespective of whether such Collaboration Antigen becomes a Discontinued Antigenor a Failed Antigen ), Know - How Rights Controlled by AZ or its Affiliates in Antigen - Specific Technology, that ( a ) areControlled by AZ or its Affiliates prior to the date of the applicable Antigen Notice under Section 2.2.1(a ), 2.2.1(j ) or2.2.1(k ), as applicable, ( b ) are first Controlled by AZ or its Affiliates after such date pursuant to the merger, acquisition(whether of all of the outstanding stock or all or substantially all of the assets of a Person ) or similar transaction by orwith another Person, ( c ) are first conceived or generated by or on behalf of AZ or its Affiliates under or in connectionwith any program conducted outside this Agreement without violating the terms of this Agreement, or ( d ) are firstconceived or generated by or on behalf of AZ in connection with any validation activities conducted by AZ withrespect to such Proposed Antigen pursuant to Section 2.2.2(a ) ; provided, however, that AZ Prior Antigen - SpecificKnow - How Rights shall not include any Antigen - Specific Technology that is first Controlled by AZ or its Affiliates orfirst conceived or generated by or on behalf of AZ, as applicable, after such Antigen becomes a Non - SelectedAntigen, a Discontinued Antigen or a Failed Antigen