definiens: shall mean all Know - How which is Controlled by [COMPANY] or any of its Affiliates as of theEffective Date or at any time during the Initial Development Period, including ( i ) the Lipid - Antiviral - ConjugateTechnology but only to the extent the same is incorporated in the Compound or Product, and ( ii ) any Know - Howwithin the [COMPANY] Collaboration Inventions and [COMPANY] ’s ( and its Affiliates ’ ) rights to Know - How within theJoint Collaboration Inventions . For purposes of this definition of, shall exclude aThird Party that becomes an Affiliate of [COMPANY] after the Effective Date as a result of a Change of Control of -2- [COMPANY] in which [COMPANY] is acquired by such Third Party ; provided that in all cases, all Know - How within the prior to the time that such Change of Control occurs shall continue to be included in following such Change of Control . Notwithstanding the foregoing, to the extent anyemployee of an Affiliate having control ( as defined in Section 1.2 ) over [COMPANY] after a Change of Control ofChimerix ( i ) participates in the Committee ( to the extent it continues in existence after such Change of Control ), or(ii ) serves as an Alliance Manager, all Know - How provided by such employee(s ) of such controlling Affiliate duringthe Initial Development Period shall be included in, subject in all cases to Article 7(including Section 7.1.1 )