definiens: means any and all Collaboration Know - How that is ( a ) Controlled by Sobi or any of its Affiliates duringthe Term ( for the avoidance of doubt, including Sobi ’s interest in the Joint Know - How ) and ( b ) necessary or useful for theExploitation of any Compound or Product Developed under the Global Development Plan . Notwithstanding anything in thisAgreement to the contrary, Sobi Know - How shall not include ( x ) any Additional Third Party IP in - licensed by Sobi or any ofits Affiliates under an agreement that Apellis does not agree to make a Collaboration In - License pursuant to Section 2.3(New In - Licenses ) or ( y ) any Know - How to the extent Controlled by any Person that acquires all or any part of Sobi or anAffiliate of Sobi, or any Affiliate of such Person, except to the extent that, following such acquisition, the Parties specificallyagree to incorporate such Know - How into any Product Developed under the Global Development Plan, in each case ( i)that is Controlled, immediately prior to the effective date of the acquisition, by such Person or any of its Affiliates ( otherthan Sobi or any of its Affiliates immediately prior to the effective date of the acquisition ) or ( ii ) that is Controlled by suchPerson or any of its Affiliates ( other than Sobi or any of its Affiliates immediately prior to the effective date of theacquisition ) on or after the effective date of acquisition but ( A ) is not Controlled by Sobi or any Person that was an Affiliateof Sobi immediately prior to the effective date of the acquisition, ( B ) is made, invented, created, designed, conceived, produced, or otherwise developed or obtained without the use of or reliance on any Sobi Confidential Information or ApellisConfidential Information, and ( C ) is not utilized by or on behalf of Sobi or its Affiliates in connection with the Exploitation ofa Product