definiens: means, on a Licensed Program -by - Licensed Program basis, any and all Know -How that is Controlled by an Acquiring Affiliate, which Know -How ( a ) was Controlled by such Acquiring Affiliate immediately prior to the effective date of such Change of Control ; or ( b ) first becomes Controlled by such Acquiring Affiliate on or after the e ffective date of such Change of Control ( but is not Controlled by Editas or any of its Affiliates ( excluding for purposes of this provision, any Acquiring Affiliate ) ) and was developed, invented, obtained or otherwise Controlled by such Acquiring Affiliate independently of this Agreement and without the direct or indirect use of any Editas Licensed IP, Collaboration IP or Confidential Information of Juno or any of its Affiliates ; provided, however, that, in all cases, Excluded Know -How shall not include any Know -How that is used by or on behalf of Editas or any of its Affiliates ( including any Acquiring Affiliate ) in the performance of any Licensed Program or any other obligations under this Agreement or the Master Collaboration Agreement