definiens: or means, with respect to any Know - How or Patent or other data, information ormaterials ( including [ * * * ] ), possession of the ability by a Party or its Aﬃliate(s ) ( whether by sole or jointownership, license or otherwise, other than pursuant to this Agreement ) to grant, without violating theterms of any agreement with a Third Party, a license, access or other right in, to or under such Know - How or Patent or other data, information or materials . Notwithstanding anything in this Agreement to thecontrary, a Party will be deemed to not Control any Patents or Know - How that are owned or controlled bya Third Party described in the deﬁnition of or such Third Party ’s Aﬃliates ( other thanan Aﬃliate of such Party prior to the Change of Control ), ( a ) prior to the closing of such Change ofControl, except to the extent that any such Patents or Know - How were developed prior to such Changeof Control through the use of such Party ’s technology, or ( b ) after such Change of Control to the extentthat such Patents or Know - How are developed or conceived by such Third Party or its Aﬃliates ( otherthan such Party ) after such Change of Control without using or incorporating such Party ’s technology