definiens: ( as later defined herein ) by assi nlllent from the Universit of Florida hereinafter referred to as Universit relalin to FRFI Case No . I 193 entitled " ESTROGENS PREVENT DEATH OF CELLS IN THE CENTRAL NERVOUS SYSTEM ASSOCIATED WITH AGE, DISEASE OR INSULT, " invented b James W. Sim kins, PhD, and invented in - act b Marzahan Sin h and Jean Bisho I ed in the United States, Patent and Trademark Office on November 5, 1993, and has the right to grant licenses under said Patent Rights ; WHEREAS, UFRFI desires to have the Patent Rights utilized in the public interest and is willing to grant a license thereunder, subject only to a royalty - free, non - exclusive license to be granted to the United States government, as required by law ; WHEREAS, LICENSEE has represented to UFRFI to induce UFRFI to enter into this Agreement, that LICENSEE is familiar with the development, production, manufacturing marketing and sale of products similar to the ( as later defined herein ) and/or the use of the ( as later defined herein ) and that it shall commit itself to a thorough, vigorous and diligent program of ex pi oiling the Patent Rights commerc ially so that public utilization and royalty income to UFRFI shall result therefrom ; WHEREAS, LICENSEE desires to obtain a license from UFRFI under the Patent Rights upon the terns and conditions hereinafter set forth ; and WHEREAS, LICENSEE has certain additional research it desires which the parties agree should be conducted by the University of Florida ; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein the parties hereto agree as follows : ARTICLE I. DEFINITION S For the purposes of this Agreement, the following words and phrases shall have the following meaning : Section 1.1 shall mean all of the following : ( a ) a related company of LICENSEE, the voting stock of which is directly or indirectly at least fifty percent ( 50 % ) owned or controlled by LICENSEE ; ( b ) an organization which directly or indirectly controls more than fitly percent ( 50 % ) of the voting stock of LICENSEE ; ( e ) an organization, the majority ownership of which is directly or indirectly common to the ownership of LICENSEE