definiens: means products that incorporate technology or use a process, product, or machine claimed in a Valid C laim of the Penn Patent Rights and are made, made f or, used, imported, offered for sale or sold in a country in which such Penn Patent Rights are pending or in for ce, whether such manufacture, use, or sale is by Company or by its Affiliates or sublicensees . The term means products that incorporate technology or use a process, product or machine claimed in a Valid Claim of the Penn Patent Rights and are made, made for, used or sold in a country in which such Penn P atent Rights are neither pending nor in force, whether su ch manufacture, use or sale is by Company or by its Affiliates or sublicensees . The term means all of Penn ’s patent rights represented by or issuing from : ( a ) the United States patents and patent applicatio ns listed in Exhibit A ; ( b ) any continuation, divis ional, non - provisional, re - examination, and re - issue applicati ons of ( a ) ; and ( c ) any foreign counterparts and ex tensions of ( a ) or ( b ) . The term means a claim of any pending patent application o r issued, unexpired patent which has not been finally cancelled, withdrawn, ab andoned, rejected, permanently revoked or nullified, held invalid or declared unpatentable or unenforceable b y any court or other body of competent jurisdiction in a decision that is unappealable or unappealed within the time allowed for appeal . The term means a legal entity that is controlling, controlled by or under common control with Company and that has exec uted either this Agreement or a written joinder agreemen t agreeing to be bound by all of the terms and cond itions of this Agreement . For purposes of this Section 1.2, t he word means ( x ) the direct or indirect ownership of more than fifty percent ( 50 % ) of the outstanding voting securities of a legal entity, ( y ) the right to receive fifty percent ( 50 % ) or more of the profits or earnings of a legal entity, or ( z ) the right to determine the policy decisions of a legal entity . The term means treatment of ophthalmic indications . For av oidance of doubt, the Field of Use includes prophylactic treat ment of ophthalmic indications