definiens: and ( each a and collectively the as hereinafter defined ), and owns certain Intellect ual Property Rights related to TH-2870 and TH-3424 ; WHEREAS, OBI desires to acquire certain rights, title and in terest in and to said Compounds and THLD desires to transfer and assign THLD ’s certain rights, title and interest in the Compounds to OBI and to licens e to OBI the Licensed Know - How subject to the terms and conditio ns contained herein ; and NOW THEREFORE, in consideration of the mutual promises and covenan ts set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties here by agree as follows : Article 1 : A. Definitions Capitalized terms shall have the meaning ascribed t o them in this Article 1 or elsewhere in this Agree ment : 1.1 of a Party shall mean any person, corporation or ot her entity that, directly or indirectly through one or more intermediaries, controls, is co ntrolled by or is under common control with such Party, as the case may be, for so long as such cont rol exists . For such purposes, shall mean : ( a ) direct or indirect beneficial ownership of at l east fifty percent ( 50 % ) ( or such lesser percentage that is the maximum allowed to be owned by a foreign corporatio n in a particular jurisdiction ) of the voting share capital in such person, corporation or other entity ; or ( b ) to possess, directly or indir ectly, the affirmative power to direct the management and polic ies of such person, corporation or other entity, whether through ownership of voting securit ies or by contract relating to voting rights or corporate governance