definiens: shall mean any ideas, improvements, discoveries, c ompositions, modifications, processes, technology, materials, know - how, data, i nventions ( whether or not patentable ) and all intel lectual property rights therein concerning the Buffered Sod a Technology, [ * * * ] . Notwithstanding the foregoing, in the event that Purchaser undergoes a Change of Control, then Agreement IP shall not include or be deemed t o include any intellectual property rights : ( A ) owned or controlled by the entity acquiring Purchaser ( o r acquiring Purchaser ’s assets to which this Agreement relates, as applicable ) ( the ), or Acquirer ’s Affiliates, prior to such Change of Control ; or ( B ) thereafter developed by Acquirer or its Affiliates ( i ) under a product development program that existed prior to such Chan ge of Control ; ( ii ) without access to or reliance u pon any Information exchanged or developed under this Agree ment ; and ( iii ) without the involvement of any curr ent or former employee of Purchaser after such Change of C ontrol, in each case, as demonstrated by documentat ion from Acquirer . In addition, Agreement IP shall not include Product Manufacturing IP . Subject to the li censes granted by each Party to the other in Section 4.3 b elow, it is understood that neither Party shall hav e any obligation to account to the other for profits, or to obtain any approval of the other Party to licens e, assign or otherwise exploit the Agreement IP, by reason of jo int ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdictio n to require any such approval or accounting . As us ed in this Section 4.1, a shall mean : ( x ) the closing of any transaction or s eries of related transactions ( including, without limitation, any re organization, merger or consolidation ) involving Pu rchaser in which the stockholders of Purchaser immediately pri or to such transaction or series of related transac tions do not continue to own, or receive in such transaction or series of related transactions, at least fifty perc ent ( 50 % ) of the voting power of the continuing or surviving entity ; or ( y ) the sale of all, or substantially all, of t he assets of Purchaser related to this Agreement