definiens: ) ; WHEREAS, at the First Closing ( as defined below ), [COMPANY], Inc. ( ) and A VI are entering into a License and Development Agreement in the form attached hereto as Exhibit B ( the ) ; WHEREAS, at the First Closing, Investor and A VI are also entering into a Supply Agreement in the form attached hereto as Exhibit C ( the ) ; WHEREAS, at the First Closing, Investor and A VI are also entering into a Registration Rights Agreement in the form attached hereto as Exhibit D ( the ) ; and AGREEMENT NOW, THEREFORE, in consideration of the respective representations, warranties, covenants and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows : ARTICLE 1 DEFINITIONS 1.1 Specific Definitions . As used in this Agreement, the following terms shall have the meanings set forth or as referenced below : of a specified person ( natural or juridical ) means a person that directly, or indirectl~~2 through one or more intermediaries, controls, or is controlled by, or is under common control _ with, the person specified . shall mean ownership of more than 50 % of the shares of, ? : stock entitled to vote for the election of directors in the case of a corporation, and more than 5B% of the voting power in the case of a business entity other than a corporation . 01 2492093 - 17 1 IO.3 t, I ' . ' ) means this Agreement and all Exhibits and Schedules hereto