definiens: ) as later defined in Appendix A and which may be amended from time to time to include newtechnologies;WHEREAS, University and Licensee entered into an exclusive option agreement ( First Option ) on July 23, 2007for the Licensed Patents;WHEREAS, University extended the First Option for these technologies so that the term of the First Option wouldexpire on December 31, 2010;WHEREAS, University wants to have the invention(s ) described in the Licensed Patents developed and marketedas soon as possible so that the resulting products may be available for public use and benefit ; andWHEREAS, Licensee is interested in extending the First Option and acquiring an exclusive option to a newtechnology co - owned by University and Licensee, each of which is collectively referred to hereafter as the Option, which may be amended from time to time to include new technologies all of which shall be listed in Appendix D ( ) ; andWHEREAS ; Licensee is interested in executing certain Option rights to license the Licensed Patents for thepurpose of developing and commercializing products covered by the Licensed Patents;NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the partieshereto agree as follows : GENERAL TERMS AND CONDITIONSSECTION 1 . DEFINITIONSFor the purposes of this Agreement, the following words and phrases shall have the following meanings : 1.1 means any business entity that controls, is controlled by, or is under common control withLicensee . Control means the direct or indirect ownership of at least fifty percent ( 50 % )