definiens: means : ( a ) as to Confidential Information or intellectual property, that which is owned or in - licensed by a Person with the right to disclose, transfer, a ssign or grant the options, rights, licenses or sub licenses as provided for herein without violating the terms of any agreement or other arrangement with any Third P arty ( including the terms of any such in - license or in - l icense agreement ) or any Applicable Laws and Guidel ines and without the need for any consent ( or further consen t ) from such Third Party ; ( b ) as to the preparation and prosecution of patent applications, the maintenance of patent rights, and the enforcement and/or defense of paten t rights, the authority to select legal counsel, so licit other expert advice and assistance, and to make decisions pertaining to the preparation of patent applicatio ns and to the conduct of patent prosecution, interferences, appea ls, patent issuance, maintenance, abandonment, reis sue, reexamination, oppositions, patent enforcement or d efense, as applicable ; and ( c ) as to a Person, ( i ) ownership, directly or indi rectly, beneficially or of record, of fifty percent ( 50 % ) or more of the equity interests repre senting fifty percent ( 50 % ) or more of the aggregat e ordinary voting power represented by the issued and outstand ing equity interests of such Person, or ( ii ) occupa tion of a majority of the voting seats ( other than vacant sea ts ) on the board of directors of such Person by ind ividuals who were nominated by another single Person or by a gro up acting in concert ; or ( iii ) the possession, dire ctly or indirectly, by another single Person or by a group acting in concert, of the power to direct or cause the direction of the management or policies of such Person, wheth er through the ability to exercise voting power, by contract or otherwise