definiens: means the [COMPANY] Patents, the [COMPANY] Know - How and the [COMPANY] Materials . In the event that [COMPANY] undergoes a Change of Control, then : < aJ [COMPANY] Technology shall continue to include all [COMPANY] Technology Controlled by [COMPANY] immediately prior to such Change of Control, ( b ) [COMPANY] Technology shall not include or be deemed to include any Patent Rights or other intellectual property rights owned or Controlled by the entity acquiring [COMPANY] ( the ) or any Affiliate of Acquirer prior to such Change of Control, or thereafter developed or made by Acquirer or its Affiliates independently of [COMPANY], except to the extent claiming ( X ) the composition of matter of any Compound Developed by [COMPANY] prior to, or during, the Initial Development . Period and/or ( Y ) the use of Licensed Product(s ) in the Field