definiens: means, with respect to an Acquirer, ( i ) all Intellectual Property ( A ) ownedby, or licensed by a Third Party to, such Acquirer immediately prior to the consummation of the Change ofControl involving such Acquirer and a Party or ( B ) acquired by, or licensed to, such Acquirer from a ThirdParty after the consummation of the Change of Control involving such Acquirer and a Party and ( ii ) allIntellectual Property conceived, discovered, invented, made or first reduced to practice by the Acquirer ( oron behalf of Acquirer by a Third Party ) after the consummation of the Change of Control involving suchAcquirer and a Party, other than in the course of the performance of the Research or using or practicingProject Intellectual Property . Notwithstanding the foregoing, Acquirer Intellectual Property shall not includea ) any Intellectual Property that constitutes the Background Intellectual Property of the Acquired Partybefore or on the date of the consummation of the Change of Control involving such Acquirer and a Party orb ) any Intellectual Property that constitutes Project Intellectual Property before, on or after the date of theconsummation of the Change of Control involving such Acquirer and a Party