definiens: shall mean, subject to Section 5.4.1 or 5.4.3, as applicable, ( i ) all PatentsControlled by [COMPANY] as of the Effective Date that are reasonably necessary or useful for the Parties toconduct their respective activities under the Discovery Program and Global Development Plan and forAmgen to discover, research, develop, make, have made, use, import, offer to sell, sell and otherwise exploitCompounds or Products, ( ii ) [COMPANY] ’s interest in Patents claiming Collaboration Technology, and ( iii ) anyother Patents Controlled by [COMPANY] during the term of this Agreement that are ( A ) reasonably necessary ordirectly useful for the discovery, research, development, manufacture, use or sale of Compounds orProducts, including the ARRY-403 Product as manufactured and formulated by [COMPANY] as of the EffectiveDate ( and in any event shall include Patents that claim the composition of matter or use of a Compound ), or(B ) that are reasonably necessary or directly useful for the conduct of the Discovery Program ; provided, however, that with respect to Patents licensed by [COMPANY] from Third Parties that are within the foregoingclause ( iii ), and - 3 - [ * ] = Confidential treatment of certain confidential information contained in this document, marked by brackets, is beingsought pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended