definiens: shall mean [COMPANY] Patents and [COMPANY] Know - How, in each case that are ( i ) Controlled by [COMPANY] or Controlled by an [COMPANY] Affiliate that is controlled by [COMPANY] ( where is as defined in the definition of Affiliate in this Agreement ) and are reasonably necessary or useful for the Parties to conduct their respective activities under the Discovery Program and for Loxo to develop, make, have made, use, import, offer to sell and sell Active Compounds and Products in the Field ; and ( ii ) Controlled by [COMPANY] or Controlled by an [COMPANY] Affiliate that is controlled by [COMPANY] ( where is as defined in the definition of Affiliate in this Agreement ) and are necessary for Loxo to develop, make, have made, use, import, offer to sell and sell Active Compounds and Products in the Field . For clarity, [COMPANY] Technology described in subparagraph ( ii ) of this Section 1.3 shall not include Collaboration Technology