definiens: means, with respect to ( a ) Patent Rights, ( b ) Kno w - How or ( c ) biological, chemical or physical material, that a Party or one of its Af filiates owns or has a license or sublicense to suc h Patent Rights, Know - How or material ( or in the case of material, h as the right to physical possession of such materia l ) and has the ability to grant a license or sublicense to, or assign its right, title and interest in and to, su ch Patent Rights, Know - How or material as provided for in this Agreem ent without violating the terms of any agreement or other arrangement with any Third Party . Notwithstanding a nything in this Agreement to the contrary, a Party will be deemed to not Control any Patents, Know - How or mate rial that are owned or controlled by a Third Party described in the definition of or such Third Party ’s Affiliates ( other than an Af filiate of such Party prior to the Change of Control ), ( a ) pri or to the closing of such Change of Control, except to the extent that any such Patents or Know - How were devel oped prior to such Change of Control through the us e of such Party ’s technology, or ( b ) after such Change o f Control to the extent that such Patents or Know - H ow are developed or conceived by such Third Party or its A ffiliates ( other than such Party ) after such Change of Control without using or incorporating such Party ’s technol ogy