definiens: or means, with respect to any Know - How, Patent Right or other intellectual property right, subject to Section 8.10.4, possessi on by a Party ( whether by ownership or license or o therwise, but without taking into account any rights granted pursuant to this Agreement ), directly or through an Affiliate of such Party, of the ability to transfer, or grant a license or sublicense under, such right as provided for herein without violating the terms of any agreement or bin ding arrangement with any Third Party ; provided, however, that any Know - How, Patent Right or other intellectu al property right that is owned or licensed by an A cquirer of Protagonist or any Affiliate of such Acquirer ( excl uding any Affiliate that was an Affiliate of Protag onist prior to a Change of Control and became an Affiliate of such Acquirer as a result of such Change of Control ) sh all not be deemed to be Controlled by Protagonist for purposes of this [ * ] = Certain confidential information contained in this document, marked by brackets, has been omit ted and filed separately with the Securities and Exchange C ommission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended