definiens: means with respect to any Know - How or Patent or other data, information or Materials, possession of the ability by a Party or its Affiliate(s ) ( whether by sole or joint ownership, license orotherwise, but in all cases not including when such rights are granted or obtained pursuant to theTransaction Documents ) to grant, without violating the terms of any agreement with a Third Party, alicense, access or other right in, to or under such Know - How or Patent or other data, information orMaterials . Notwithstanding anything in the Transaction Documents to the contrary, a Party will bedeemed to not Control any Patents or Know - How that are owned or controlled by a Third Partydescribed in the definition of or such Third Party ’s Affiliates ( other than an Affiliateof such Party prior to the Change of Control ), ( a ) prior to the closing of such Change of Control, exceptto the extent that any such Patents or Know - How were developed prior to such Change of Controlthrough the use of such Party ’s technology, or ( b ) after such Change of Control to the extent that suchPatents or Know - How are [ * * * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, asamended