definiens: means all Know - How that is Controlled by Chroma or its Affiliates as of the Effective Dateor during the Term and is necessary or reasonably useful for the Development or Commercialization of the Product in theField in accordance with the terms of this Agreement . For clarity, Chroma Know - How includes Know - How relating topreviously conducted Non - Clinical Studies for the Product, Past Studies, and Currently Ongoing Studies, but excludesInformation contained within the Chroma Patents . Chroma Know - How shall not include any rights to any independent Know - How of any Third Party entity which obtains ( as defined in the definition of Affiliate ) of Chroma after the EffectiveDate, provided that ( i ) such transaction is not entered into in an effort to circumvent the license granted under this Agreementand ( ii ) any Know - How constituting immediately prior to such acquisition of, or wouldbecome but for such acquisition of, shall continue to be licensed under the terms of thisAgreement