definiens: shall mean, with respect to any Person, any Person directly or indirectly controlled by, controllingor under common control with such Person . For the purposes of this definition, except as otherwise expresslyset out in this Agreement, shall mean direct or indirect beneficial ownership of 50 % or greaterinterest in the income of such Person or such other relationship as, in fact, constitutes actual control ; ( b ) shall mean the compound having the chemical name [ SP-4 - 3]-amminedichloro(2 - methylpyridine)platinum(II ) ; ( c ) shall mean all Know - How that is or becomes owned and/or controlled by AnorMED asat the Effective Date and/or during the Term that relates to a Licensed Compound or a Licensed Product andthat is necessary to make, have made, use, sell, offer for sale or import the Licensed Compound or theLicensed Product in the Territory in the Field ; ( d ) shall mean : ( i)the Patents identified in Exhibit A attached to this Agreement, ( ii)any Patents that claim any patentable improvements to the Patents identified in Exhibit A attachedto this Agreement made by the parties during the Term, whether jointly or solely by a party, and ( iii)any Patents that AnorMED owns or otherwise controls during the Term that relates to a LicensedCompound or a Licensed Product and that is necessary to make, have made, use, sell, offer for saleor import the Licensed Compound or the Licensed Product in the Territory in the Field, to the extentthat AnorMED possesses the ability to grant access, a license or a sublicense ( as applicable ) withoutviolating the terms of any written agreement with a Third Party ; ( e ) shall mean any day other than a day which is a Saturday, Sunday or a statutory holiday inthe Province of British Columbia, Canada or the State of Washington, USA ; ( f ) shall mean, in respect of a particular country in the Territory, sales of any finished drugproduct ( other than a Licensed Product ) containing AMD473 or any analogues or derivatives or backupcompounds of AMD473, the making, having made, using, selling, offering for sale or importing of which wouldinfringe a Valid Claim of one or more of the AnorMED Patents in such country, where such sales are equal toor greater than 10 % of the unit sales volume of a Licensed Product in such country ; ( g ) shall mean all information, data and records, whether written or oral, which isobtained by a receiving party ( AnorMED or [COMPANY], as the case may be ) from a disclosing party ( AnorMED orNeoRx, as the case may be ) . Information shall not be considered to the extentthat when considered as a whole and in the context disclosed, the information : ( i)is in the public domain at the time of disclosure, ( ii)subsequently becomes part of the public domain through no act or fault of the receiving party or itsagents or employees, ( iii)can be demonstrated by the receiving party ’s written records to have been known or otherwiseavailable to the receiving party prior to the disclosure by the disclosing party, ( iv)can be demonstrated by the receiving party ’s written records to have been subsequently provided tothe receiving party, without restriction, by a Third Party who has the right to make such disclosure, ( v)is subsequently and independently developed by employees of the receiving party or Affiliates ( forthis purpose, in the definition of Affiliate shall mean direct or indirect beneficial ownership of35 % or greater interest in the income of a Person or such other relationship as, in fact, constitutesactual control ) of the receiving party who had no knowledge of the information disclosed, asdemonstrated by the receiving party ’s written records, or ( vi)is required to be disclosed by law or government regulation(s ), provided that the receiving party givesthe disclosing party prompt notice of the required disclosure in order to allow the disclosing party toseek protective treatment