definiens: -Agr.ement -- CIIrr",.-• means a trensfer of Intellectua l property or Information from an Independant Third Party to Emlsphere or [COMPANY], IS the case may be, to the extent to which there ere no obligations or restrictions as to confidentiality In respect of that Information which prohibit disclosure or use by [COMPANY] or [COMPANY], IS approprlete ; Is a notification document received by [COMPANY] from a senior [COMPANY] officer or representative with eppropriate lagal responsibility to render this Agreement binding on [COMPANY] with respect to a single Compound end a lingle Route of Administration, both identified therein ; means eny corporation or businass entity which lilly or [COMPANY], directly or indirectly, owns or controls, Is under common ownership with, or which owns one of the Parties to this Agreement . Ownership or control shall exist when en entity owns . 50 % or more of the capital or business assets of enother entity ; has the power to exercise 50 % or more of the voting rights or to eppolnt 50 % or more of the Board of Directors of another entity ; or has the right to control the affairs of another entity . It being understood that the direct or indirect ownership of 8 lesser percentage of such shares shall not necessarily preclude the existence of control ; meens this licanse agreement ( which expression shall be deemed to Include the Recitels . Schedule and Appandlx hereto, and any other documentlsl Incorporated herein by r.ference ) ; means various egents that ere used to facilitate trensport through membrenes via a number of different Routes of Administration to deliver the COmpounds utilizing the [COMPANY] Technology end / or the [COMPANY] Progrem Technology . These egents 2 DocI : DSl : 4JI011.6 274Pl can Include . but are not limited to protains . peptides and other chemicals ; means the therapeutic egent specified by [COMPANY] In the Actlvetlon Letter ; means . depending upon the context . one of th'~ ' following : . ' In the case of research and development, eolt will be calculeted In accordance with Emllphere 's Internel accounting aystem . will exclude any alement of corporate overhead and will be In accordance with Generally Accepted Accounting Principles C )