definiens: shall mean, with respect to any Person, any Person directly or indirectly controlled by, controlling or under common control with such Person . For the purposes of this deﬁnition, except as otherwise expressly set out in this Agreement, shall mean direct or indirect beneﬁcial ownership of 50 % or greater interest 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 — shall mean all Know - How that is or becomes owned and/or controlled by ( C ) AnorMED as at the Effective Date and/or during the Term that relates to a Licensed Compound or a Licensed Product and that is necessary to make, have made, use, sell, offer for sale or import the Licensed Compound or the Licensed Product in the Territory in the Field ; 21 826B 90242w3 9.RAC 020404/1 143/ E197 ( d ) shall mean : ( i ) the Patents identi ﬁed in Exhibit A attached to this Agreement, ( ii ) any Patents that claim any patentable improvements to the Patents identi ﬁed in Exhibit A attached to 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 Licensed Compound or a‘Licensed Product and that is necessary to make, have madé‘,"ii$e, sell, offer for sale or import the Licensed Compound or the Licensed Product in the Territory in the Field, to the extent that AnorMED possesses the ability to grant access, a license or a sublicense ( as applicable ) without violating 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 in the Province of British Columbia, Canada or the State of Washington, USA ; ” Hr shall mean, in reSpect of a particular country ' Territo sales of an ﬁnished dru - roduct other than a Licensed Product ) containing AMD473 m mme making, having made, using, selling, 0 enng or sa e or impo mg 0 w o _ laim of one or more of the AnorMED Patents in such country, where such sales are equal to or 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 is obtained by a receiving party ( AnorMED or [COMPANY], as the case may be ) ﬁom a disclosing party ( AnorMED or [COMPANY], as the case may be ) . Information shall not be considered to the extent that 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 its agents or employees, ( iii ) can be demonstrated by the receiving party ’s written records to have been known or otherwise available 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 to the receiving party, without restriction, by a Third Party who has the right to make such disclosure, ( v ) is subsequently and independently deve10ped by employees of the receiving party or Afﬁliates ( for this purpose, in the deﬁnition of Afﬁliate shall mean direct or indirect bene ﬁcial ownership of 35 % or greater interest in the income of a Person or such other relationship as, in