definiens: means any and all Know -How Controlled by Cullinan or its Affiliates as of the Effective Date or during the Term, including Cullinan ’s joint ownership interest in any Know -How within the Joint Inventions that is necessary or reasonably useful for the Expl oitation of the Licensed Compound(s ) or Product(s ) in the Field in the Territory . Notwithstanding the foregoing, in the event a Change of Control of Cullinan occurs after the Effective Date, Know -How Controlled by any Affiliate of Cullinan that was not an Affiliate of Cullinan immediately prior to such Change of Control transaction shall not be Licensed Know -How except to the extent such Know -How falls within the definition of Licensed Know -How in the immediately preceding sentence and ( a ) is also Controlle d by Cullinan or its Affiliate existing immediately prior to such transaction or ( b ) is generated or used by such Affiliate in the Exploitation of the Licensed Compound or Product after such transaction