definiens: means any Know - How not in the public domain or otherwise generally known that is ( a ) Controlled by Repare or any of its Affiliates as of the - 14 - Table of Contents Effective Date or during the Term and ( b ) necessary or reasonably useful for the Development, Manufact ure or Commercialization of any Resulting Compound or Prod uct ; but excluding Repare ’s and its Affiliates ’ int erest in any Collaboration Intellectual Property . Notwithsta nding anything in this Agreement to the contrary, R epare Know - How shall not include any Know - How to the exte nt Controlled by any Person that acquires all or an y part of Repare or an Affiliate of Repare, or any Affilia te of such Person, in each case ( x ) that is Control led by such Person immediately prior to the effective date of t he acquisition or ( y ) that is Controlled by such Pe rson on or after the effective date of acquisition but is not Controlled by Repare or an Affiliate of Repare ( exc luding for purposes of this provision, such Person and Affilia tes of Repare that are such Affiliates by virtue of controlling, being controlled by or under common control with su ch Person ) and was made, invented, created, designe d, conceived, produced, reduced to practice, or otherw ise developed or obtained without the direct or ind irect use of any Repare Confidential Information