definiens: means:(a ) as to Intellectual Property, any Intellectual Property that is owned by a party, or in - licensed by a partyfrom a Third Party with the right to disclose or grant the licenses or sublicenses as provided for herein withoutviolating the terms of any agreement or other arrangement with any Third Party ( including the terms of any suchin - license or in - license agreement ) or any applicable law and without the need for any consent ( or further consent)from such Third Party;(b ) as to the preparation and prosecution of patent applications, the maintenance of patent rights, and theenforcement and/or defense of patent rights, Control means the authority to select legal counsel, solicit otherexpert advice and assistance, and to make decisions pertaining to the preparation of patent applications and tothe conduct of patent prosecution, interferences, appeals, patent issuance, maintenance, abandonment, reissue, reexamination, oppositions, patent enforcement or defense, as applicable ; and(c ) as to a Person, ( a ) ownership, directly or indirectly, beneficially or of record, of fifty percent ( 50 % ) ormore of the equity interests representing fifty percent ( 50 % ) or more of the aggregate ordinary voting powerrepresented by the issued and outstanding equity interests of such Person, or ( b ) occupation of a majority of theseats ( other than vacant seats ) on the board of directors of such Person by individuals who were nominated byanother Person or by a group acting in concert ; or ( c ) the possession, directly or indirectly, by another Person orby a group acting in concert, of the power to direct or cause the direction of the management or policies of suchPerson, whether through the ability to exercise voting power, by contract or otherwise