definiens: or, collectively, as BACKGROUNDWHEREAS SNFX Controls ( as defined below ) the Licensed Technology ( as defined below ) ; andWHEREAS, SNFX desires to grant to MERSANA a non - exclusive license, and MERSANA desires to receivefrom SNFX a non - exclusive license, to the Licensed Technology to Develop, Manufacture, Commercialize and ` otherwiseExploit Products against Licensed Targets ( each as deﬁned below ) in accordance with, and pursuant to, the terms andconditions of this CLOA;NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements providedherein, and for other good and valuable consideration, the receipt and suﬃciency of which is hereby acknowledged, SNFXand MERSANA hereby agree as follows : ARTICLE 1DEFINITIONSAs used in this CLOA, capitalized terms shall have the meanings indicated in this Article 1 or as speciﬁedelsewhere in this CLOA:1.1 means, with respect to a Party, any Person that, directly or indirectly, through one ( 1 ) or moreintermediaries, controls, is controlled by, or is under common control with such Party