definiens: shall mean all technical information and know - how owned or controlled by Vanda ( or anyof its Affiliates ) as of the Effective Date or which comes under Vanda ’s ( or any of its Affiliates ’ ) control during theterm of this Sublicense Agreement which relates to the Compound or Product in the Field and which constitutes avalid intellectual property right ( other than patent rights or foreign equivalents ) under U.S. or other applicable law, including, without limitation, biological, chemical, pharmacological, toxicological, clinical, regulatory, analytical, qualitycontrol and manufacturing data and any other information ( whether technical or commercial ) relating to the Compoundor Product, that may be necessary or useful for the development, regulatory approval, manufacture andcommercialization of the Compound or Product in the U.S./Canadian Territory . For purposesPage 11 of clarity, shall exclude any Transaction Counterparty Group Intellectual Property