definiens: Doc # : NYl234 : 4325332.2 means a transfer of intellectual property or information from an Independent Third Party to [COMPANY] or [COMPANY], as the case may be, to the extent to which there are no obligations or restrictions as to confidentiality in respect of that information which prohibit disclosure or use by [COMPANY] or [COMPANY], as appropriate ; is the notification document ( a copy of which is attached as Schedule II hereto ) received by [COMPANY] from a senior [COMPANY] officer or representative with appropriate legal responsibility to render this Agreement binding on [COMPANY] with respect to a single Compound and a single Route of Administration, both identified therein ; means any corporation or business entity which [COMPANY] or [COMPANY], directly or indirectly, owns or controls, is under common ownership with, or which owns one of the Parties to this Agreement . Ownership or control shall exist when an entity owns more than 50 % of the capital or business assets of another entity ; has the power to exercise more than 50 % of the voting rights or to appoint more than 50 % or more of the Board of Directors of another entity ; or has the right to control the affairs of another entity . It being understood that the direct or indirect ownership of a lesser percentage of such shares shall not necessarily preclude the existence of control ; means this license agreement ( which expression shall be deemed to include the Recitals, Schedules and Appendix hereto, and any other document(s ) incorporated herein by reference ) ; means various agents that are used to facilitate transport through membranes via a number of different 2 : -II Compound(s ) II II Cost 11 [COMPANY] II " [COMPANY] Know - How II DocU : NYl234 : 4325332.2 Routes of Administration to deliver the Compounds utilizing the [COMPANY] Technology and/or the [COMPANY] Program Technology . These agents can include, but are not limited to proteins, peptides and other chemicals ; means the therapeutic agent specified by [COMPANY] in the Activation Letter ( in this Agreement, .the parathyroid hormone molecule and all active fragments, analogs, PTH - like peptides with primary function similar to the PTH molecule ( not to include secretagogues ) and mimetics ) ; means, depending upon the context, one of the following : In the case of research and development, Cost will be calculated in accordance with [COMPANY] 's internal accounting system, will exclude any element of corporate overhead and will be in accordance with Generally Accepted Accounting Principles ( " GAApn )