definiens: shall mean all the IP rights Controlled by [COMPANY] either as of the Effective Dateor as of any time thereafter that are or may be necessary or useful to engage in the R&DBusiness, including Know - How disclosed by [COMPANY] to Pulse Technologies pursuant toSections 7.1.2 and 7.2, but excluding, for the avoidance of doubt, the [COMPANY] LicensedItems ; provided, however, that ( a ) if [COMPANY] is acquired by any Third Party ( whether bymerger, stock sale, asset sale, or otherwise ) after the Effective Date, the R&D IP shall notinclude any IP of the 5 acquiror or its Affiliates ; and ( b ) if [COMPANY] acquires any Third Party ( whether by merger, stock sale, asset sale, or otherwise ) after the Effective Date, the R&D IP shall not includeany IP rights Controlled by the acquired party