definiens: means, with respect to any Patents or item of Know - How or other right, that a Party or such Party ’s Aﬃliate ( other thanExcluded Partner Aﬃliates ) owns or has a license to such item or right ( other than pursuant to this Agreement ) and has the ability to grant to the otherParty a license, sublicense, or rights of access and use under such item or right as provided for in this Agreement without violating the terms orconditions of any agreement or other arrangement with any Third Party in existence as of the time such Party would be required hereunder to grant suchlicense, sublicense, or rights of access and use ; provided that if there is a Change of Control of a Party during the Term, such Party will be deemed not toControl any Patents, Know - How or other right that is owned or in - licensed ( prior to the closing of such Change of Control or at any time thereafter ) by theAcquirer of such Party, unless such Party has in - licensed any such Patents, Know - How or other right from the Acquirer prior to the closing of suchChange of Control . has a correlative meaning