definiens: means all unpatented information and Data that are as of the Effective Date orbecome during the Agreement Term owned or otherwise Controlled by [COMPANY], including discoveries, Improvements, processes, formulas, inventions, know - how and trade secrets, to the extent necessary or usefulfor the development, manufacture, and/or commercialization of a Compound or Product in the Field . IndevusKnow - How does not include any Patent Rights . [COMPANY] Know - How also includes, other than marketing rights andmarketing approvals transferred to Esprit on the NDA Transfer Date, all marketing authorizations and marketingapprovals granted by the FDA ( e.g., approved NDAs, INDs, and related applications and other forms of marketingauthorization ) to [COMPANY] for the marketing of Products in the Field in the Territory . Such marketing authorizationsand marketing approvals shall be deemed embodiments of Data and [COMPANY] Know - How