definiens: means, with respect to particular Know - How or a par ticular Patent, possession of the power and authority by the Party granting the applicable righ t, license or sublicense to the other Party as prov ided herein, whether arising by ownership, license, or other aut horization, to disclose and deliver the particular Know - How to the other Party, or to grant and authorize under su ch Know - How or Patent the right, license or sublice nse, as applicable, of the scope granted to such other Part y in this Agreement without giving rise to a violat ion of the terms of any agreement or other arrangement with, o r the rights of, any Third Party . Notwithstanding a nything to the contrary in this Agreement, the following shall not be deemed to be Controlled by [COMPANY] : ( a ) any Know - How or Patent owned by or licensed to any Acquiring Entity ( other than from [COMPANY] or its Affiliates ) immediately prior to the effective date of the Acqu isition Transaction, and ( b ) any Know - How or Patent that any Acquiring Entity subsequently develops, which is no t based upon and without accessing or practicing an y Know - How or Patent owned by or licensed to [COMPANY] immedi ately prior to the effective date of the Acquisitio n Transaction . and have their correlative meanings