definiens: means products that are made, made for, used, imported, offered for sale or sold by Company or its Affiliates or sublicensees and that would ( i ) in the absence of the License, infringe ( or, in the case o f pending patent applications, upon issuance, would infringe ) at least one unexpired claim of the Patent Rights or ( ii ) use a process or machine covered by a claim of Patent Rights, whether the claim is issued or pending . The term means all of Penn ’s, CU ’s and UFLA ’s patent rights represented by or issuing from : ( a ) the United States patents and patent applicat ions listed in Exhibit A ; ( b ) any continuation, divisional and re - issue applications of ( a ) ; and ( c ) any foreign c ounterparts and extensions of ( a ) or ( b ) . The term means a legal entity that is controlling, controlle d by or under common control with Company and that has executed e ither this Agreement or a written joinder agreement agreeing to be bound by all of the terms and condit ions of this Agreement . For purposes of this Sectio n 1.2, the word means ( x ) the direct or indirect ownership of more than fifty percent ( 50 % ) of the outstanding voting securities of a legal entity, ( y ) the right to receive fifty percent ( 50 % ) or more of the profi ts or earnings of a legal entity, or ( z ) the right to determine the p olicy decisions of a legal entity . The term means research, development, manufacture and commercializ ation for the diagnosis, treatment, amelioration an d prevention of retinal disorders or diseases in huma ns and animals caused by a mutation or mutations in the RPE-65 gene