definiens: or means with respect to any Intellectual Property right, the possession of(whether by ownership or license, other than licenses granted pursuant to this Agreement ) or the ability of a Party to grantaccess to, or a license or sublicense of, such right as provided for herein ( a ) without violating the terms of any agreement orother arrangement with any third party existing as of the first time such Intellectual Property right is within the license ( orsublicense ) granted to the other Party hereunder or ( b ) [ * ] . Notwithstanding anything to the contrary in this Agreement, thefollowing shall not be deemed to be Controlled by Licensor : ( 1 ) any Intellectual Property right owned or licensed by anythird - party entity merging or consolidating with or acquiring Licensor where such third - party entity is 1.the successor in interest to Licensor ( the ) immediately prior to the effective date of such merger, consolidation or acquisition, and ( ii ) any Intellectual Property right that any Licensor Successor Entity subsequently developswithout practicing or otherwise using the rPEG Licensed IP