definiens: , as more particularly defined below ) that may be used for the treatment of inherited diseases, and methods of making and using such products ; WHEREAS, A vigen has in the past conducted or has ongoing several research and development programs regarding certain such products ( including one for Parkinson 's disease that is currently the subject of an ongoing phase IIII clinical trial, one for a Factor IX product to treat hemophilia .B that has previously been in two phase IIII clinical trials, one for a Factor VIII product to treat · hemophilia A that has been studied preclinically, and other earlier - stage research programs ), and has developed or obtained certain clinical data, know - how and regulatory filings regarding such products ; WHEREAS, [COMPANY] is a leading biotechnology company with expertise in developing and commercializing biopharmaceutical products ; and WHEREAS, [COMPANY] wishes to acquire A vigen 's gene therapy intellectual property and current gene therapy research and development programs ( other than its IL - IO Patent Rights and IL - IO Product, eac h as defined herein ), all for the purpose of pursuing the further pre - clinical and clinical development and commercialization of these and other potential therapeutic gene therapy products ; NOW THEREFORE, in consideration of the above stated premises and of the mutual covenants and agreements set forth below, and intending to be legally bound by the provisions of this Agreement, the Parties hereby agree as follows : ARTICLE 1 DEFINITIONS As used in this Agreement, the following initially capitalized terms shall have the meanings indicated ( with derivative forms being interpreted accordingly ): 1.1 shall mean any adeno - associated virus vector, including without limitation all [ serotypes, derivatives and plasnlids ( witb or witbout aeapsid proteineoat ) that contain an inverted terminal repeat found in adeno:-associated virus vector, regardless of from wbatspecies such serotypes, derivatives and plasmidsare taken . ] 1.2 shall mean any business entity which directly or indirectly controls, is controlled by, or is under common control with either Party to this Agreement . A business entity shall be deemed to another business entity if ( i ) it owns, directly or indirectly, at least fifty percent ( 50 % ) of the issued and outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity, or ( ii ) it otherwise has the right or de facto ability to control or direct the management of such business entity ( through voting agreement or otherwise ) . If the laws of the jurisdiction in which such entity operates prohibit ownership by a Party of fifty percent ( 50 % ) or more, shall be deemed to exist at the maximum level of ownership allowed by such jurisdiction