means, with respect to any material, information or Intellectual Property right, that either Party including its Affiliates # owns or # has a license to such material, information, or Intellectual Property right and, in each case (a) and (b), has the ability to grant to the other Party access, a license, or a sublicense (as applicable) to the foregoing on the terms and conditions set forth in this Agreement without giving rise to any violation of the terms of any written agreement with any Third Party. Notwithstanding anything to the contrary in this Agreement, in the event that a Third Party merges or consolidates with or acquires [[DURECT:Organization]], or [[DURECT:Organization]] transfers to a Third Party all or substantially all of its assets to which this Agreement relates (such Third Party and its Affiliates immediately prior to such merger, consolidation or transfer (the “Acquisition Transaction”), collectively, the “Acquiring Entities”), the following shall not be deemed to be Controlled by [[DURECT:Organization]] for purposes of this Agreement: # any subject matter (and associated Intellectual Property rights) owned or controlled by any Acquiring Entity immediately prior to the effective date of such Acquisition Transaction, and # any subject matter (and associated Intellectual Property rights) independently developed or acquired by or on behalf of any Acquiring Entity after an Acquisition Transaction, without accessing or practicing or reliance on any subject matter within the Licensed Technology or Confidential Information of INNOCOLL.

Actions Controlled by [* * *]. [* * *]shall have the first right, but not the obligation, to bring an appropriate suit or take other action against any Third Party engaged in any infringement of the Product Patents in the Territory, [* * *].

Actions Controlled by [* * *]. [* * *]shall have the first right, but not the obligation to bring an appropriate suit or take other action against any Third Party engaged in any infringement of the Product Patents in [[Address B:Address]], [* * *]. Notwithstanding the foregoing, if [* * *] any infringement of the Product Patents in [[Address B:Address]] by a Third Party, [* * *] has not obtained a discontinuance of infringement of the Product Patents, filed suit against any such Third Party infringer of the Product Patents, or provided [* * *] with information and arguments demonstrating to [* * *] reasonable satisfaction that there is insufficient basis for the allegation of such infringement of the Product Patents, then [* * *] shall have the right, but not the obligation, to bring suit against such Third Party infringer of the Product Patents at [* * *] sole expense, and [* * *] shall take all actions reasonably requested in connection therewith, including being joined as a Party to any such action. Any recovery of damages or otherwise in connection with such suit or action shall be allocated first to the reimbursement of any expenses incurred by the Parties in such suit or action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amounts shall be retained by the Party that commenced such action, unless otherwise agreed by the Parties.

“Control” or “Controlled”. Control or Controlled means, with respect to any tangible property or intellectual property right or other intangible property, the possession (whether by ownership or license (other than pursuant to this Agreement)) by a Party of the ability to grant to the other Party access to such tangible property or access, a license, sublicense or right of reference, or other rights to such intellectual property right or other intangible property, as provided herein without violating the terms of any agreement with any Third Party.

developed, discovered, invented, conceived of, reduced to practice or created after the Effective Date;

Actions Controlled by [* * *]. [* * *]shall have the first right, but not the obligation, to bring an appropriate suit or take other action against any Third Party engaged in any infringement of the Product Patents in the Territory, [* * *].

Actions Controlled by [* * *]. [* * *]shall have the first right, but not the obligation to bring an appropriate suit or take other action against any Third Party engaged in any infringement of the Product Patents in [[Address B:Address]], [* * *]. Notwithstanding the foregoing, if [* * *] any infringement of the Product Patents in [[Address B:Address]] by a Third Party, [* * *] has not obtained a discontinuance of infringement of the Product Patents, filed suit against any such Third Party infringer of the Product Patents, or provided [* * *] with information and arguments demonstrating to [* * *] reasonable satisfaction that there is insufficient basis for the allegation of such infringement of the Product Patents, then [* * *] shall have the right, but not the obligation, to bring suit against such Third Party infringer of the Product Patents at [* * *] sole expense, and [* * *] shall take all actions reasonably requested in connection therewith, including being joined as a Party to any such action. Any recovery of damages or otherwise in connection with such suit or action shall be allocated first to the reimbursement of any expenses incurred by the Parties in such suit or action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amounts shall be retained by the Party that commenced such action, unless otherwise agreed by the Parties.

Directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment, except for Permitted Investments.

“Control” or “Controlled”. Control or Controlled means, with respect to any tangible property or intellectual property right or other intangible property, the possession (whether directly or indirectly, and whether by ownership, license or otherwise (other than pursuant to this Agreement)) by a Party of the ability to grant to the other Party access to such tangible property or access to or a license or sublicense to or other rights (including the right to reference Regulatory Filings) to such intellectual property right or other intangible property, as provided herein without violating the terms of any agreement with any Third Party.

Controlled Technology Release. The Parties will use reasonable efforts so that the AgEagle System components, features and additional add-ons thereto (the “System Products”) introduced after the execution of this Agreement and which are intended to become, or become System Products sold to Raven, under this Agreement, may be introduced by Raven as System Products private-labeled under the Raven brand prior to such System Products being introduced by AgEagle or any other distributor of AgEagle, and the terms of such introduction shall be mutually agreed upon by the Parties.