definiens: shall mean all Know - How ( excluding any published Elanco PatentRights ) that is ( a ) Controlled as of the Effective Date or thereafter during the term of thisAgreement by Elanco or its Affiliate and is reasonably necessary or useful for theresearch, development, use, importation or sale of the Elanco Biological Asset(s ) asdefined in the Asset Purchase and License Agreement between [COMPANY] and Elancoeffective June 17, 2013 ( ) or Product(s ) in the Field, including any such Know - Howmade by or on behalf of Elanco or its Affiliates or sublicensees in the course of performingElanco 's obligations or exercising Elanco 's rights under this Agreement . For clarity, theuse of in this definition shall exclude any Third Party that becomes an Affiliatedue to such Third Party 's acquisition of Elanco except as provided in Section 38