definiens: or . Control or Controlled means, with respect to any tangible property orintellectual property right or other intangible property, the possession ( whether by ownership or license ( other thanpursuant to this Agreement ) ) by, ( a ) in the case of Adamas, Adamas or any of its Affiliates or ( b ) in the case ofForest, Forest or any of its Affiliates, as applicable, in each case ( ( a ) and ( b ) ) of the ability to grant to the other Partyaccess to such tangible property or access to or a license or sublicense to such intellectual property right or otherintangible property, as provided herein without violating the terms of any agreement with any Third Party ; provided, however, that any subject matter, tangible property or intellectual property right or other intangible property shall not beconsidered Controlled by a Party or any of its Affiliates if it was Controlled by a Third Party acquirer of such Party ( oran Affiliate of such a Third Party ( excluding such Party or its Affiliates as of the Effective Date ) ) ( collectively, the ) immediately prior to the date of the closing or consummation of such Change of Control of such Party, norshall any improvement thereto or other subject matter that was developed by the Acquirer after such Change ofControl, in each case, without use of any Confidential Information comprising Know - How of the Party that is subject tothe Change of Control ( or of an entity that was an Affiliate thereof prior to the Change of Control ) or the ConfidentialInformation comprising Know - How of the other Party, in each case, unless such use is [ * ]