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 thedefinition of Affiliate in this Agreement ) and are reasonably necessary or useful for the Parties to conduct theirrespective activities under the Discovery Program and for Loxo to develop, make, have made, use, import, offer tosell and sell Active Compounds and Products in the Field ; and ( ii ) Controlled by [COMPANY] or Controlled by an ArrayAffiliate that is controlled by [COMPANY] ( where is as defined in the definition of Affiliate in this Agreement ) and arenecessary for Loxo to develop, make, have made, use, import, offer to sell and sell Active Compounds and Productsin the Field