definiens: and collectivelyas WITNESSETHWHEREAS, MSK owns or Controls ( as defined herein ) certain Licensed Rights ( as defined herein ) and desires to have the LicensedRights utilized in the public interest;WHEREAS, LICENSEE desires to obtain a license to the Licensed Rights to commercially develop one or more Licensed Products ( asdefined herein ) in the Field ( as defined herein ) ; andWHEREAS, MSK is willing to grant such a license to LICENSEE on the terms and conditions set forth herein for LICENSEE tocommercially develop for public availability one or more Licensed Products;NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the sufficiency of which isacknowledged, the Parties hereto agree as follows : ARTICLE 1 - DEFINITIONSFor the purpose of this Agreement, the following words and phrases shall have the following meanings:1.1 as used herein in either singular or plural means, with respect to either Party, any corporation, company, partnership, jointventure, or other entity that, directly or indirectly, Controls ( as defined in Section 1.6 ), is Controlled by, or is under common Control with thespecified entity . With regard to MSK, shall include, without limitation, Sloan - Kettering Institute for Cancer Research and the MemorialHospital for Cancer and Allied Diseases