definiens: ) asclaimed in the Patent Rights ( as defined below ) in the Field ( as defined below ) in the Territory ( as defined below ) ( the);WHEREAS, the Company is interested in obtaining rights to the research, development andcommercialization of intellectual property relating to the Technology as claimed in the Patent Rights ( as definedbelow ) in the Field ( as defined below ) in the Territory ( as defined below);WHEREAS, [COMPANY] is willing to grant such rights to the Company so that the Technology may bedeveloped and the benefits enjoyed by the public;thNOW, THEREFORE, it is agreed as follows : ARTICLE 1 – DEFINITIONSFor the purposes of this Agreement, the following words and phrases shall have the following meanings:1.1 shall mean, with respect to any Entity ( as hereinafter defined ), any Entity that directly orindirectly controls, is controlled by, or is under common Control with such Entity