definiens: as further defined below ) ; and WHEREAS, Cortex owns a portfolio of issued and pending patents, including Composition of Matter patents, covering the AMPAKINE class of chemical compoWlds ; and WHEREAS, Cortex wishes to fund further sponsored research at the University in the laboratory of Dr. John Greer related to the Patents Rights under a separate Research Agreement between Cortex and the University to generate data and additional information related to the Patent Rights ; and WHEREAS, Cortex wishes to obtain an exclusive worldwide license to the University ' s rights under such University Patent Rights ; and WHEREAS, the University is willing to grant a license to Cortex to its rights in the Patent Rights subject to the terms and conditions set forth herein ; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein, the Parties hereto mutually agree as follows : 1 . Definitions : 1.1 . means any corporation or entity that controls, is controlled by, or is under conunon control with Cortex . A corporation or other entity shall be regarded as in control of or controlled by another corporation or entity if ( i ) it owns or directly or indirectly controls more than fifty percent ( 50 % ) of the voting stock or other ownership interest of the other corporation or entity, or ( ii ) if it Final - Alberta Univ . -Cortex Greer Patent license Agreement - 1 May07 possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity or ( iii ) the power to elect or appoint fifty percent ( 50 % ) or more of the members of the governing body of the corporation or other entity