definiens: means products that are made, made for, used, imported, offered for sale or sold by VGX or its Affiliates or sublicensees and that either ( i ) in the absence of this Agreement, would infringe at least one claim of the Patent Rights or ( ii ) use a process or machine covered by a claim of Patent Rights . in either case whether or not the claim is issued or pending . The tenn means all of Penn 's patent rights represented by or issuing from : ( a ) the United States patents and patent applications listed in Exhibit A ; ( b ) any continuation, divisiona l and re ~ issue application s of ( a ) ; and ( c ) any foreign counterparts and extensions of ( a ) or ( b ) . The term means a legal entity that is controlling, controlled by . or under common control with VGX and that has executed either this Agreement or a written Joinder Agreement agreeing to be bound by all of the terms and conditions of this Agreement . For purposes of this Section 1.2, the word " controf ' means ( x ) the direct or indirect ownership of more than fifty percent ( 50 % ) of the outstanding voting securities ofa legal entity, ( y ) the right to receive fifty percent ( 50 % ) or more of the profits or earnings ofa legal entity, or ( z ) the right to determine the policy decisions ofa legal entity _ The term means therapeutic and prophylactic use in all applications