definiens: means proprietary Know - How ( of whatever kind and inwhatever form or medium, including copies thereof ), information within tangible materials orother deliverables : ( a ) disclosed by or on behalf of a Party or its Aﬃliates or Sublicensees inconnection with this Agreement, whether prior to or during the Term and whether disclosedorally, electronically, by observation or in writing ; or ( b ) created by, or on behalf of, either Partyor its Aﬃliates and provided to the other Party or its Aﬃliates, or created jointly by the Parties, in the course of this Agreement . For the avoidance of doubt, includes : ( i ) Know - How regarding such Party ’s Research, Development plans, Clinical Trialdesigns, preclinical and clinical data, technology, products, business information or objectivesand other information of the type that is customarily considered to be conﬁdential informationby entities engaged in activities that are substantially similar to the activities being engaged inby the Parties pursuant to this Agreement ; and ( ii ) non - public information which a Party treatsas trade secret in accordance with its normal business practices or which would be capable ofattracting protection as a trade secret in accordance with relevant laws and on a country bycountry basis [ * * * ] .CONFIDENTIAL-7 - 1.42 or means, subject to Section 7.3 ( Third Party IP Licenses),(as an adjective or as a verb including conjugations and variations such as or ) ( a ) with respect to Intellectual Property, the possession by a Partyof the ability to grant a license or sublicense of such Intellectual Property ( whether throughownership or license ( other than a license granted from one Party to the other Party under thisAgreement ) ) without violating the terms of any agreement or arrangement between such Partyand any Third Party, and ( b ) with respect to proprietary materials, the possession by a Party ofthe ability to grant access to such proprietary materials ( other than a license or other rightgranted from one Party to the other Party under this Agreement ) to the other Party as providedherein without violating the terms of any agreement or arrangement between such Party andany Third Party at the time such access is granted hereunder . Notwithstanding anything to thecontrary in this Agreement, in the event of a Change of Control of a Party, then, whether or notthis Agreement is assigned to the Acquiring Entity, any Intellectual Property rights owned orcontrolled by the Acquiring Entity Family shall not be deemed to be Controlled by such Partyafter the eﬀective date of such Change of Control transaction for the purposes of thisAgreement, except to the extent any such Intellectual Property rights are ( i ) developed, acquired or otherwise Controlled by the Acquiring Entity Family pursuant to or in connectionwith a license or other agreement between the Acquiring Entity or any of its Aﬃliates, on theone hand, and [COMPANY] or any of its Aﬃliates, on the other hand, entered into prior tosuch Change of Control, but only to the extent such license or other agreement permits thegranting of a license, sublicense, access, right to use or release of such Intellectual Property byAdaptimmune or its Aﬃliates to [COMPANY] without breaching the terms of such license or such otheragreement, or ( ii ) used by such Party or its Aﬃliates ( including Aﬃliates following such Changeof Control ) in the Research, Development, Manufacture, or Commercialization of LicensedProducts after such Change of Control transaction