definiens: ProductCompound " as defined in Section 1 ) in Japan ; WHEREAS, SUMITOMO desires to develop and commercialize the Product also in countries other than Japan through licensing ; WHEREAS, CONFORMA has an interest in the development of the Product in North America and European countries ( '' Territory '' as defined in Section 1 ) and has an interest in obtaining rights to develop and market the Product there ; WHEREAS, SUMITOMO and CONFORMA have exchanged certain information under the Confidential Disclosure Agreement on Amrubicin dated August 12, 2004 in order to evaluate the possibility of business collaboration on the Product ; WHEREAS, CONFORMA, as a result of above evaluation, desires to receive certain rights to develop and commercialize the Product in the Territory and SUMITOMO desires to grant such rights to CONFORMA ; NOW THEREFORE, in consideration hereof, the Parties hereby agree as follows : 1 . DEFINITIONS As used herein, the following terms shall have the respective meanings set forth below unless the context clearly requires other meanings 1.1 . or shall mean any corporation or business entity controlling, controlled by or under common control with a Party to this Agreement . For the purpose of the foregoing, shall mean the direct or indirect ownership of more than fifty percent ( 50 % ) of the voting stock in such corporation or other entity, or the de facto decision - making power in such corporation or entity 1.2 . or shall mean any document attached to this Agreement with the title of which constitutes a part of this Agreement and is legally binding