definiens: shall mean all technical information and know - how : ( a ) as of the date of the Original Agreementdeveloped and owned or controlled by Sanofi - Aventis or Titan and their Affiliates and made available to Novartis,(b ) developed and owned or controlled by [COMPANY] and its Affiliates after the date of the Titan Agreement, and(c ) developed and owned or controlled by Sanofi - Aventis, Titan or [COMPANY] and their respective Affiliates, after theeffective date of the Original Agreement, in each case which relates to the Compound or Product in the Field andwhich constitutes a proprietary or other valid intellectual property right under U.S. or other applicable lawwhich is substantial, secret and identifiable, including, without limitation, all biological, chemical, pharmacological, toxicological, clinical, regulatory, analytical, quality control and manufacturing data and any other information ( whethertechnical or commercial ) relating to the Compound or Product, that may be necessary or useful for the development, regulatory approval, manufacture and commercialization of the Compound or Product in the ROW Territory . Forpurposes of clarity, shall exclude any Transaction Counterparty Group Intellectual Property ( as definedbelow )