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 than pursuantto this Agreement ) ) by, ( a ) in the case of Adamas, Adamas or any of its Affiliates or ( b ) in the case of Forest, Forest or any ofits Affiliates, as applicable, in each case ( ( a ) and ( b ) ) of the ability to grant to the other Party access to such tangible propertyor access to or a license or sublicense to such intellectual property right or other intangible property, as provided hereinwithout violating the terms of any agreement with any Third Party ; provided, however, that any subject matter, tangibleproperty or intellectual property right or other intangible property shall not be considered Controlled by a Party or any of itsAffiliates if it was Controlled by a Third Party acquirer of such Party ( or an Affiliate of such a Third Party ( excluding suchParty or its Affiliates as of the Effective Date ) ) ( collectively, the ) immediately prior to the date of the closing orconsummation of such Change of Control of such Party, nor shall any improvement thereto or other subject matter that wasdeveloped by the Acquirer after such Change of Control, in each case, without use of any Confidential Informationcomprising Know - How of the Party that is subject to the Change of Control ( or of an entity that was an Affiliate thereof priorto the Change of Control ) or the Confidential Information comprising Know - How of the other Party, in each case, unless suchuse is [ * ]