definiens: ) and relates to [COMPANY] Technology as defined hereinafter . [COMPANY] and Lice nsee may be referred to herein individually as a or collectively as the BACKGROUND WHEREAS, [COMPANY] is a biotechnology company active in the field of plant biotechnology, genomics and phenomics and has proprietary expertise related to next generation sequencing technologies ; WHEREAS, Licensee is a developer and marketer of liquid bi opsy products and services, including GuardantHealth360 ® ; WHEREAS, [COMPANY] and Licensee wish and agree to enter into this Agreement relating to [COMPANY] Technology ; Now, THEREFORE, in consideration of the foregoing premises and th e mutual covenants set forth below, and for other good and valuable consideration, the rece ipt of which is hereby acknowledged, [COMPANY] and Li censee hereby agree as follows : ARTICLE 1 DEFINITIONS The following initially capitalized terms, either i n plural or singular form, have the following meani ngs ( and derivative forms of them shall be interpreted accor dingly ): 1.1 means an entity that, directly or indirectly, throu gh one or more intermediaries, is controlled by a Party . For this purpose, means the owne rship of more than fifty percent ( 50 % ) of the votin g securities entitled to elect the directors or management of th e entity, or the actual power to elect or direct th e management of the entity