definiens: ; and WHEREAS, [COMPANY], as defined below, desires to obtain certain licenses from PACIFIC to develop and commercialize such products under the aforesaid patents and know - how, and PACIFIC is willing to grant to [COMPANY] such licenses ; NOW, THEREFORE, in consideration of the covenants and obligations expressed herein, and intending to be legally bound, and otherwise to be bound by proper and reasonable conduct, the parties agree as follows : 1 . DEFINITIONS 1.01 shall mean any corporation, firm, partnership or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with a party to this AGREEMENT to the extent of at least fifty percent ( 50 %, ) of the equity ( or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ) having the power to 337700 Page 2 vote on or direct the affairs of the entity and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party