definiens: or means, with respect to any Know How, Patent Rights, other intellectual property rights, or any proprietary or trade secret information ( ), the legal authority or right ( whether by ownership, license or otherwise ) of a Party and/or its Affiliates to grant the licenses or sublicenses, of the scope set forth herein, of or under such Know How, Patent Rights, or intellectual property rights to another Person, or to otherwise disclose such proprietary or trade secret information to another Person, without ( a ) breaching the terms of any agreement with a Third Party, or misappropriating the proprietary or trade secret information of a Third Party or ( b ) giving rise to any payment obligation to any Third Party ; provided, however, that if such IP Rights would otherwise be deemed to be Controlled under this definition but for the use or practice of such IP Rights being subject to a payment obligation to a Third Party, such IP Rights shall never - the - Iess be deemed to be Controlled by the Party granting the applicable right, license or sublicense if the other Party agrees in writing to reimburse all amounts owed to such Third Party as a result of the other Party 's exercise of such right, license or sublicense . Notwithstanding anything to the contrary in this Agreement, in the event that a Third Party merges or consolidates with or acquires [COMPANY], or [COMPANY] transfers to a Third Party all or substantially all of its assets to which this Agreement relates ( such Third Party and its Affiliates immediately prior to such merger, consolidation or transfer ( the ), collectively, the ), the following shall not be deemed to be Controlled by [COMPANY] or its Affiliates for purposes of this Agreement : ( i ) any subject matter owned or controlled by any Acquiring Entity immediately prior to the effective date of such Subject Transaction, and ( ii ) any subject matter developed or acquired by or on behalf of any Acquiring Entity after a Subject Transaction independently, without accessing or practicing any Confidential Information of ASLAN or any subject matter within the [COMPANY] Technology