definiens: , or shall mean with respect to any material, Information or intellectual property right, as applicable, the ability ( whether by ownership or license, other than pursuant to this Agreement ) of a Party to grant access to, or a license or sublicense of, such material, Information, or intellectual property right as provided for herein without violating the terms of any agreement or other arrangement with any Thi rd Party existing at the time such Party would be required hereunder to grant the other Party such access or license or sublicense . Notwithstanding the foregoing or anything to the contrary in this Agreement, if Company undergoes a Change of Control, Compa ny will not be deemed to Control any Patent Right, know -how or other intellectual property or other proprietary rights that are owned or otherwise Controlled by any Affiliate of Company ( other than pursuant to a license from Company in existence prior to such Change of Control ) that was not an Affiliate of Company prior to such Change of Control and is not a successor in interest to any Affiliate of Company that was an Affiliate of Company prior to such Change of Control ( each, an )