definiens: means, with respect to any item of Information, material, Patent or other property right, the po ssession of the right, whether directly or indirectly, and whether by ownership, license, covenant not to sue or otherwise, to grant a license, sublicense or other right to or under such Information, material, Patent or other property right as provided for herein without violating the terms of any agreement or other arrangement with any Third Party . Notwithstanding the foregoing, a Party and its Affiliates will not be deemed to any item of Information, material, Patent or other property right that, prior to or following the consummation of a Change in Control of such Party, is owned or in -licensed by a Third Party that becomes an Affiliate of such acquired Party after the Effective Date as a result of such Change in Control unless ( a ) prior to the consummation of such Change in Control, such acquired Party or any of its Affiliates also Controlled such item of Information, material, Patent or other property right or ( b ) the item of Information, material, Patent or other property right owned or in -licensed by the applicable Third Party were not used in the performance of activities under this Agreement prior to the consummation of such Change in Control, but after the consummation of such Change in Control, such acquired Party or any of its Affiliates determines to use or uses any such item of Information, material, Patent or other property right in the performance of its obligations or exercise of its rights under this Agreement, in each of which cases ( ( a ) and ( b ) ), such item of Information, material, Patent or other property right will be by such Party for purposes of this Agreement