definiens: or means with respect to a Party any Know - How, Paten t or Materials, possession of the ability by such Party or its Affi liate ( whether by sole or joint ownership, license or otherwise ), other than pursuant to this Agreement, to grant, wi thout violating the terms of any agreement with a T hird Party, a license, access or other right in, to or under su ch Know - How, Patent or Materials . Notwithstanding a nything in this Agreement to the contrary, a Party and its Aff iliates will be deemed to not Control any Know - How, Patents or Materials that are owned or controlled by a Thir d Party described in the definition of or such Third Party ’s Affiliates ( other than an Affili ate of such Party prior to the Change of Control ), ( a ) prior to the closing of such Change of Control, except to th e extent that any such Know - How, Patents or Materia ls were developed by such Third Party prior to such Change of Control using or incorporating such Party ’s or i ts pre - existing Affiliate ’s Know - How, Patents or Materials, or ( b ) after such Change of Control to the extent that such Know - How, Patents or Materials are developed or con ceived by such Third Party or its Affiliates ( other than such Party ) after such Change of Control without us ing or incorporating such Party ’s or its pre - existi ng Affiliate ’s Know - How, Patents or Materials . Kymera and its Affiliates will not be deemed to Control an y Patents or Know - How licensed to Kymera pursuant to a Potent ial In - License entered into after the Execution Dat e unless such Potential In - License becomes a Collaboration I n - License Agreement in accordance with Sections 11.5.1(b)(i ) or 11.5.2