definiens: means, with respect to ( a ) Patent Rights, ( b ) Know - How or ( c ) biological, chemical or physical material, that the Party or one of its Owned Affiliates owns or has a license or sublicense to such right, item, or material ( or in the caseof material, has the right to physical possession of such material ) and has the ability to grant a license or sublicense to, orassign its right, title and interest in and to, such right, item or material as provided for in this Agreement without violating theterms of any agreement or other arrangement with any Third Party . For purposes of this Agreement, inventions or discoveries(whether or not patentable ) made jointly by employees or others acting on behalf of Licensor together with employees orothers acting on behalf of [COMPANY] shall be deemed to be Controlled by both Parties . As used in this Section 1.14 means any Affiliate as to which ( i ) the relevant Party is the beneficial owner of at least fifty percent ( 50 % ) of thevoting share capital, and/or ( ii ) the relevant Party has the ability to control the policies of ( or to control the hiring and firingof the management who determine the policies of ) through a voting agreement or other contract