definiens: ), effective as of the E ffective Date ( ( defined below ), is made and entered into by and between XXX XXXX - XXXXX SQUIBB COMPANY, a Delaware corporation headquartered at 000 Xxxx Xxxx xx, Xxx Xxxx, Xxx Xxxx 00000 XXX ( ) and VANDA PHARMACEUTICALS, INC ., a Dela ware corporation having its principal place of business at 00 Xxxxxxx Xxxxxx, X xxxx 000, Xxxxxxxxx, XX 00000 ( ) . Each of [COMPANY] and Vanda is referred to her ein as a and [COMPANY] and Vanda are collectively referred to herein as the ARTICLE 1 DEFINITIONS For the purposes of this Agreement, the following d efinitions shall apply, and the terms defined herein in plural shall include th e singular and vice - versa : 1.1 means any corporation, company, partnership, joint venture and/or firm which controls, is controlled by, or is under common control with a specified person or entity . For purposes of this Se ction 1.1, means the power, direct or indirect, to direct the manage ment and policies of an entity, and shall be presumed to exist if one of th e following conditions is met : ( a ) in the case of corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the stock or shares ha ving the right to vote for the election of directors, and ( b ) in the case of n on - corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the equity interest with the power to direct the management and policie s of such non - corporate entities . The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such cases such lo wer percentage shall be substituted in the preceding sentence, provided tha t such foreign investor has the power to direct the management and policies of such entity . Care Capital LLC shall not be considered an Affiliate of Vanda and s hall be considered a Third Party if and only if Care Capital LLC ( a ) is not in volved in the Development, manufacture or Commercialization of a Product and ( b ) does not Control any know - how or patent relating to any composition, for mulation, method of use or manufacture of a Compound or a Product that is not Controlled by Vanda and Vanda 's Affiliates ( i.e., Care Capital does not Con trol any know - how or patent that would be subject to Section 13.4.1(g ) if Care Capital LLC was considered an Affiliate of Vanda )