definiens: shall mean, subject to Section 5.4.1 or 5.4.3, as applicable, ( i ) allInformation Controlled by [COMPANY] as of the Effective Date that is reasonably necessary or useful for theParties to conduct their respective activities under the Discovery Program and Global Development Plan andfor [COMPANY] to discover, research, develop, make, have made, use, import, offer to sell, sell and otherwiseexploit Compounds or Products, ( ii ) [COMPANY] ’s interest in Information within the Collaboration Technology, and ( iii ) any other Information Controlled by [COMPANY] during the term of this Agreement that is ( A ) reasonablynecessary or directly useful for the discovery, research, development, manufacture, use or sale ofCompounds or Products, including the ARRY-403 Product as manufactured and formulated by [COMPANY] as ofthe Effective Date, or ( B ) that is reasonably necessary or directly useful for the conduct of the DiscoveryProgram ; provided, however, that with respect to Information licensed by [COMPANY] from Third Parties that iswithin the foregoing clause ( iii ), and not clause ( i ) or ( ii ), such Information shall not be included within theArray Know - How for purposes of the licenses to [COMPANY] hereunder unless and until [COMPANY] agrees withArray in writing to assume such payment obligations as they relate to Compounds and Products