definiens: means any Know - How that is Controlled by anAcquiring Affiliate, which Know - How ( a ) was Controlled by such Acquiring Affiliateimmediately prior to the effective date of such Change of Control ; or ( b ) first becomesControlled by such Acquiring Affiliate on or after the effective date of such Change ofControl ( but is not Controlled by Editas or any of its Affiliates ( excluding, for purposesof this provision, any Acquiring Affiliate ) ) and was developed, invented, obtained orotherwise Controlled by such Acquiring Affiliate independently of this Agreement andwithout the direct or indirect use of any Editas Background IP, Collaboration IP orConfidential Information of Juno or any of its Affiliates ; provided, however, that, in allcases, Excluded Know - How shall not include any Know - How that is used by or onbehalf of Editas or any of its Affiliates ( including any Acquiring Affiliate ) in theperformance of the Research Program or any other obligations under this Agreement