definiens: or means, with respect to any particular item of Kno w - How, Patent or other intellectual property right or Regu latory Material, possession by the Party granting t he applicable right, license, sublicense, access, right to use or release to the other Party as provided herein of t he power and authority ( whether arising by sole, joint or other ownership interest, license, sublicense or other au thorization, but in any case other than by operation of the lice nses granted to a Party in this Agreement or any An cillary Agreement ) to grant a license, sublicense, access, right to use or release ( as applicable ) to such Kno w - How, Patent or other intellectual property or Regulatory Material of the scope granted to such other Party in this Agreement ( a ) without giving rise to any violation of the term of any written agreement with any Third Party existing at the time such right, license, sublicens e, access or release first comes into effect hereun der and ( b ) if any payment obligation to such Third Party that wou ld not have existed but for a sublicense or other a ccess or transfer to Sanofi hereunder, then such Know - How, P atent or other intellectual property right or Regul atory Material shall [ * ] . and have their correlative meanings . Notwithstanding an ything to the contrary in this Agreement, in the event of a C hange of Control of a Party, then, whether or not t his Agreement is assigned to the Acquiring Entity, any intellectual property rights owned or controlled by the Acquiring Entity Family shall not be deemed to be C ontrolled by such Party after the effective date of such Change of Control transaction for purposes of this Agreement, except to the extent any such intellectu al property rights are ( a ) developed, acquired or otherwise Con trolled by the Acquiring Entity Family pursuant to or in connection with a license or other agreement betwee n the Acquiring Party or any of its Affiliates, on the one hand, and [COMPANY], on the other hand to the extent [ * ], ( b ) developed or acquired by the Acquiring Entit y Family following such Change of Control with the use of or access to the subject matter used or made availabl e by the Acquired Party Family under this Agreement ( includi ng [COMPANY] IP or Confidential Information ), or ( c ) us ed by the Acquiring Entity Family in the Development, Manufac ture or Commercialization of [ * ] by or on behalf of the Acquiring Entity Family