definiens: means all Know -How ( including any Know -How that is [COMPANY] Proprietary Technology ) that [COMPANY] or its Affiliate Controls as of the Effective Date or during the Term that is necessary or reasonably useful for Research or that is used or generated by or on behalf of [COMPANY] or its Affiliates in the course of conducting activities for a Program . Notwithstanding the foregoing, if any Third Party becomes an Acquirer of [COMPANY] after the 9 Effec tive Date pursuant to a Change of Control, [COMPANY] Know -How will exclude any Know -How that is Controlled by the Acquirer before the relevant Change of Control transaction or thereafter during the Term, provided, however, that [COMPANY] Know -How will include any Know -How that would otherwise fall under the definition of [COMPANY] Know -How that is contained in any Invention that is discovered, conceived of, or reduced to practice by or on behalf of the Acquirer in performing any activity under this Agreement