definiens: or means with respect to any [ * * ] or [ * * ] or other i ntellectual property right, the legal authority or right ( whether by ownership, license o r otherwise other than by a license, sublicense or other rights granted pursuant to this Agreement ) of a Party to grant a license or a sublicense of or u nder such [ * * ], [ * * ] or other intellectual property righ t to another Person, without breaching the terms of any agreement with, or misappropriating the proprietary or trade secret information of, or requiring the consent of, a Third Party . Notwithstanding anything in this Agreement to the contrary, Navitor and its Affiliates will not be deemed to Control any [ * * ] o r [ * * ] intellectual property rights that are owned or in licensed by an acquirer of Navitor or its Affili ate, except ( a ) with respect to any such [ * * ] or [ * * ] arising from participation by employees or consulta nts of such acquirer in furtherance of this Agreeme nt after such acquisition, ( b ) to 3 [ * * ] = CERTAIN CONFIDENTIAL INFORMATION OMITTED 37067952.1.docx 8/14/2020 the extent that any such [ * * ] or [ * * ] are included in or used in furtherance of the this Agreement by such acquirer after such acquisition, or ( c ) for [ * * ] or [ * * ] constituting improvements ( or direct improvem ents to such improvements ) to the [ * * ] in existence prio r to such acquisition, in each case, generated, developed or conceived by any employees or consulta nts of the acquirer