definiens: means with respect to any Know - How or Patent or other data, information or Materials, possession of the ability by a Party or its Affiliate(s ) ( whether by sole or joint ownership, license orotherwise, but in all cases not including when such rights are granted or obtained pursuant to theTransaction Documents ) to grant, without violating the terms of any agreement with a Third Party, alicense, access or other right in, to or under such Know - How or Patent or other data, information orMaterials . Notwithstanding anything in the Transaction Documents to the contrary, a Party will be deemedto not Control any Patents or Know - How that are owned or controlled by a Third Party described in thedefinition of or such Third Party ’s Affiliates ( other than an Affiliate of such Party priorto the Change of Control ), ( a ) prior to the closing of such Change of Control, except to the extent that anysuch Patents or Know - How were developed prior to such Change of Control through the use of suchParty ’s technology, or ( b ) after such Change of Control to the extent that such Patents or Know - How aredeveloped or conceived by such Third Party or its Affiliates ( other than such Party ) after such Change ofControl without using or incorporating such Party ’s technology . A Party does not need to amend anyexisting in - license as of the Effective Date so that such Party any IP under such given in - license