definiens: means any Patent that Avidity or it s Affiliate Controls as of the Effective Date or during the Term that : ( a ) claims Avidity Know -How ; or ( b ) Covers the research, development, manufacturing, having made, use, keeping, importing, exporting, sale, offering for sale or other exploitation of Co mpounds and Products in the Field in the Territory ; including those Patents set forth on Exhibit 1.14 . Notwithstanding the foregoing, if any Third Party becomes an Acquirer of Avidity after the Effective Date pursuant to a Change of Control, Avidity Patent s will exclude any Patent that is Controlled by the Acquirer before the relevant Change of Control transaction or thereafter during the Term, provided, however, that Avidity Patents will include any Patents that would otherwise be included in the definitio n of Avidity Patents that claim an Invention made or generated by the Acquirer in performing any activity under this Agreement or by using any Avidity Technology existing as of the closing of such Change of Control transaction or any Avidity Proprietary Te chnology regardless of when created