definiens: means the Party that is aparty to such transaction ; ( 2 ) the means the Affiliates of the AcquiredParty existing immediately prior to the closing of such transaction ; ( 3 ) the means the acquiring ThirdParty in such transaction ; ( 4 ) the means all Affiliates of the Acquirer other than, followingsuch transaction, the Acquired Party and the Acquired Party Pre - Existing Affiliates ; and ( 5 ) means the Party that is not a party to such transaction . In the event of a transaction described in Section 18.1(a)(ii):(i ) intellectual property rights of the Acquirer and the Acquirer Affiliates shall not be included in the technologysubject to the rights and licenses granted hereunder, and ( ii ) the Acquirer and the Acquirer Affiliates shall not obtainrights or access to the Patent Rights or Know - How of the Non - Acquired Party or its Affiliates which are subject tothe rights and licenses granted under this Agreement, unless such rights are sublicensed by the Acquired Party to theAcquirer or the Acquirer Affiliates to the extent permitted herein . If, following such transaction, the Acquired Partyassigns or causes the assignment to one of its Affiliates ( including the Acquirer or any Acquirer Affiliate ) of thePatent Rights and Know - How of the Acquired Party or the Acquired Party Pre - Existing Affiliates, which PatentRights and Know - How are subject to the rights and licenses granted under this Agreement to the Non - AcquiredParty ( the ), ( A ) any such Assigned IP shall remain subject to the rights and licenses granted under thisAgreement to such Non - Acquired Party, ( B ) the Patent Rights subject to the rights and licenses granted under thisAgreement to the Non - Acquired Party shall include any Patent Rights of the Acquirer or any of its Affiliates(including any Acquirer Affiliate ) that cover, generically or specifically, inventions necessary or useful to develop, manufacture, use, sell, offer to sell or import Licensed Compounds or Products in the Field, which inventions ( x ) aredeveloped by any individuals who were employees of the Acquired Party or any Acquired Party Pre - ExistingAffiliates as of the closing of such transaction, ( y ) are developed after the closing of such transaction during anyperiod that such individual remains an employee of the Acquired Party or any of its Affiliates ( including theAcquirer or any Acquirer Affiliate ) and ( z ) claim priority to any Patent Right within the Assigned IP, and ( C ) theKnow - How subject to the rights and licenses granted under this Agreement to the Non - Acquired Party shall includeany Know - How necessary or useful to research, develop, manufacture, use, sell, offer to sell or import LicensedCompounds or Products, which Know - How is developed by any individuals who were employees of the AcquiredParty or any Acquired Party Pre - Existing Affiliates as of the closing of such transaction, which Know - How isdeveloped after the closing of such transaction during any period that such 64 individual remains an employee of the Acquired Party or any of its Affiliates ( including the Acquirer or anyAcquirer Affiliate ), and the Patent Rights ( if any ) claiming or disclosing such Know - How shall be subject to therights and licenses granted under this Agreement to the Non - Acquired Party