definiens: or means, with respect to any Know - How, Patent Right s or other intellectual property rights, that a Party has the legal authori ty or right ( whether by ownership, license or other wise ) to grant a license, sublicense, access or right to use ( as a pplicable ) under such Know - How, Patent Rights, or o ther intellectual property rights to the other Party on the terms and conditions set forth herein, in each case without breaching the terms of any agreement with a Third P arty ; provided, however, that any Patent Right, Kno w - How or other intellectual property right controlled by an acquirer of a Party will not be treated as by such acquired Party for purposes of this Agreement excep t to the extent that such Patent Right, Know - How or other intellectual property right is ( i ) developed, acqui red or otherwise Controlled by such acquirer of suc h acquired Party prior to the effective date of the applicable Change of Control of the acquired Party pursuant t o or in connection with a license or other agreement with - 3 - CONFIDENTIAL such acquired Party, whether owned by such acquired Party or such acquirer ( for purposes of this defin ition, such intellectual property rights and Know - How, the ), ( ii ) developed or acquired by such acquirer following such Change of Control with the use of or reliance on ( A ) such acquired Party ’s Patent Right s, Know - How or other intellectual property rights obtained by the acquirer as a result of the Change of Contro l, or ( B ) Related IP, or ( iii ) used by or on behalf of th e acquired Party or any of its Affiliates in perfor ming any of the acquired Party ’s obligations under this Agreement