definiens: means, to the extent such Know -How is disclosed by Denali to Licensor, any and all Know -How Controlled by Denali on the Effective Date or during the Term that is developed or invented as a result of performing activities outside the scope of each Fcab Discovery Plan and each mAb2 Development Plan and t hat is necessary or useful for the research, discovery or Exploitation of any Fcab against any Accepted Fcab Target, or an Antibody containing such Fcab, or any Confidential - 7 - mAb2 . Denali Background Know -How specifically includes any Antibody ( other than any Fcabs and/or mAb2s ) that is Controlled by Denali or its Affiliates which are necessary or useful for the purpose of performing activities under, or otherwise utilized in, an Fcab Discovery Plan or a mAb2 Development Plan