definiens: means, collectively, all Know - How that is Controlled by [COMPANY] and its Affiliates as of the Closing Date or anytime during the Term that is related to the Business, the Products or the TransferredAssets and is ( a ) necessary or otherwise used or held for use in the conduct of theBusiness ( including the Manufacture of the Line Extensions ) or ( b ) necessary forCollegium to perform its obligations under this Agreement or any AncillaryAgreement, excluding Know - How within the Grünenthal IP Rights ; provided, however, that [COMPANY] Product Know - How excludes any Know - How of any Personacquiring [COMPANY] in a Change of Control that was Controlled by such Person priorto the closing of such Change of Control or that was generated by such Personwithout the use of any [COMPANY] Product Know - How unless ( i ) such Know - How isactually used by such Person at any time during the Term of this Agreement in theManufacture of any Line Extensions, or the Commercialization of any of the Productsor ( ii ) such Know - How was already licensed to Collegium under Section 2.1(a ) hereofprior to the closing of the Change of Control