definiens: means ( i ) [ * * * ] and ( ii ) all ENaC Inhibitors first synthesized by Parionduring the Inventory Maintenance Period and in each case [ * * * ], excluding in each case the LicensedCompounds and Parion Selected Compounds ; provided, however, if, subsequent to the Effective Date, there is a Change of Control involving Parion ( where Parion is the acquired entity ), the followingcompounds ( to the extent not included in the Parion Compound Pool prior to such Change of Control)shall not be included in the Parion Compound Pool for purposes of this Agreement ( even if any suchcompound otherwise satisfies the definition of being an ENaC Inhibitor):(a ) any compounds claimed in a Valid Claim owned by or exclusively licensed to theacquirer or its Affiliates existing immediately prior to the Change of Control ( other than Parion and any ofits Affiliates ) ; and(b ) any compounds identified by the acquirer or its Affiliates [ * * * ] ( the ) ; provided that the acquirer or its Affiliates existing immediately prior to the Change ofControl ( other than Parion and any of its Affiliates ) promptly following the effective date of such Change ofControl, establish and enforce internal processes, policies, procedures and systems to ( i ) segregateinformation relating to any such Parion Exempt Compounds from any Confidential Information related tothe Parion Compound Pool, Licensed Compounds and Licensed Products, ( ii ) prevent the personnel ofthe acquirer and its Affiliates existing immediately prior to the Change of Control ( other than Parion andany of its Affiliates ) that provide services to or are involved in the research or development of such ParionExempt Compounds from accessing any personnel data, files, systems, information or other data relatedto the Parion Technology or the Confidential Information of [COMPANY] ; and ( iii ) prevent the personnel ofParion and any of its Affiliates that provide services to or are involved in the collaboration establishedunder this Agreement from accessing anyPage 8 of 58ActiveUS 144208420v.18personnel data, files, systems, information or other data related to the research or development of suchParion Exempt Compounds