definiens: means all Know - How that are ( a ) Controlled by Zym eworks as of the Effective Date or during the Term and ( b ) reaso nably necessary or useful to [COMPANY] in : ( i ) carryi ng out the activities under the Research Program or ( ii ) devel oping, manufacturing or commercializing an Antibody derived and generated [ … * * * … ] . 12 1.55 means any and all Patent Rights that are Controll ed by [COMPANY] or its Affiliates ( including Patent Right s that are Controlled by [COMPANY] claiming Zymewor ks Arising IP ) as of the Effective Date or during the Term of the Agreement, which ( a ) are necessary or r easonably useful for the use or exploitation of the [COMPANY] Platform for carrying out the Research Program or ( b ) claim the manufacture, use, sale or importation of any An tibody . [COMPANY] Patent Rights include [COMPANY] A rising IP