definiens: ) . WHEREAS, PCYC Controls ( as defined below ) the Licen sed Intellectual Property ( as defined below ) ; WHEREAS, Novo Nordisk is a company engaged in the r esearch, development, manufacturing and commercialization of pharmaceutical and biotechnolo gy products ; WHEREAS Novo Nordisk desires to obtain from PCYC, a nd PCYC desires to grant to Novo Nordisk, rights to such Licensed Intellectual Property and certain additional rights, upon the terms and conditions se t forth herein ; and In consideration of the mutual representations, war ranties, covenants and conditions hereinafter set f orth PCYC and Novo Nordisk hereto mutually agree as foll ows : ARTICLE 1 DEFINITIONS Section 1.01 . Definitions . The following terms, as used in this Agreement, shall have the following meanings : means, with respect to a Party, an entity that di rectly, or indirectly through one or more intermediaries, controls, or is controlled by, or i s under common control with such Party . For this pu rpose, the term shall mean the ownership of more tha n 50 % of the voting shares of such corporation or 5 0 % of the ownership interests in such other business enti ty or the legal power to direct or cause the direct ion of the general management and policies of the entity . For the avoidance of doubt, in relation to Novo Nordisk, the Novo Nordisk Foundation, Novo A / S and Novozymes A / S and their respective groups of companies shall not be considered Affiliates of Novo Nordisk except for th e Novo Nordisk and its subsidiaries