definiens: means with respect to any Know - How or Patent or other data, information or Materials, possession ofthe ability by a Party or its Affiliate(s ) ( whether by sole or joint ownership, license or otherwise, but in all casesnot including when such rights are granted or obtained pursuant to the Transaction Documents ) to grant, withoutviolating the terms of any agreement with a Third Party, a license, access or other right in, to or under suchKnow - How or Patent or other data, information or Materials . Notwithstanding anything in the TransactionDocuments to the contrary, a Party will be deemed to not Control any Patents or Know - How that are owned orcontrolled by a Third Party described in the definition of or such Third Party ’s Affiliates(other than an Affiliate of such Party prior to the Change of Control ), ( a ) prior to the closing of such Change ofControl, except to the extent that any such Patents or Know - How were developed prior to such Change ofControl through the use of such Party ’s technology, or ( b ) after such Change of Control to the extent that suchPatents or Know - How are developed or conceived by such Third Party or its Affiliates ( other than such Party)after such Change of Control without using or incorporating such Party ’s technology . A Party does not need toamend any existing in - license as of the Effective Date so that such Party any IP under such given in - license