definiens: ) created to implement the Amended Plan ( as define d below ) ; and ( b ) the Hansen - Luna Agreement shall be interpreted in accordance with t he applicable terms and conditions of this Agreemen t and otherwise in accordance with the Settlement Agreeme nt and Amended Plan, and such interpretation shall be effective as against any other party in interest in the Chapter 11 Case ( as defined below ) or other th ird party ; WHEREAS, Luna and Hansen are parties to the case Hansen Medical Inc. v. Luna Innovations Inc., No . 07 - 088551, in the Superior Court of the State o f California, County of Santa Clara relating to cer tain disputes arising out of the Hansen - Luna Agreement a nd / or the NDA ( the ) ; WHEREAS, Luna and Hansen wish to settle the Litigation in the context of the First Amended Joint Plan of Reorganization of Luna Innovations Incorporated and Luna Technologies, Inc. under Chapter 11 of the Bankruptcy Code ( ) in Luna ’s Chapter 11 Case No . 09 - 71811 ( ) pending in the U.S. Bankruptcy Court for the Western District of Virginia ( ) and approved by the Bankruptcy Court ’s Order Confirming First Amended J oint Plan of Reorganization of Luna Innovations Incorporated and Luna Technologies, Inc. ( ) . This Agreement is one of the ( as defined in the Amended Plan ) referenced and i ncorporated in the Amended Plan and Confirmation Order ; WHEREAS, in connection with the settlement of the Litigati on through the Amended Plan : ( i ) Luna agrees to grant a license to Hansen to certain inte llectual property related to fiber optic shape sens ing or localization technologies, as provided hereinafter and Hansen desires to receive such license ; ( ii ) Lu na and Hansen desire to confirm Hansen ’s ownership of cert ain intellectual property developed for, and assign ed to, Hansen under the Hansen - Luna Agreement and ( iii ) Ha nsen agrees to grant and/or confirm the grant of a license to Luna to certain existing intellectual property ( including the intellectual property described in th e foregoing clause ( ii ) ), as provided hereinafter, and Luna des ires to receive such license, in all cases in accor dance with the terms and conditions hereof ; WHEREAS, Luna and Intuitive ( as defined below ) are enterin g into that certain License Agreement Between Intuitive and Luna ( ) as of the Effective Date to allow, among other t hings, Intuitive and Hansen to continue to work with Luna to develop Fiber Optic Shape Sensing / Localization Technology within the Medical Robotics field ( each as defined below ) ; WHEREAS, Hansen and Intuitive have entered into that certa in Cross - License Agreement dated as of September 5, 2005 ( the ), and it is the intent of the Parties and Intuiti ve that such 2005 Hansen - Intuitive Cross License shall remain in full force and effect and the terms of s uch 2005 Hansen - Intuitive Cross License shall in no way be m odified, affected or superseded by this Agreement ; NOW, THEREFORE, in view of the terms and conditions described bel ow and for other valuable consideration, the receipt and adequacy of which ar e hereby acknowledged, the Parties hereto agree as follows : AGREEMENT 1 . DEFINITIONS . The following initially capitalized words and phr ases ( and derivative forms of these capitalized words and phrases ) shall have the state d meanings below . The terms shall be deemed followed by the phrase regardless of whether followed by that phrase : 1.1 means any corporation or other entity that is dir ectly or indirectly controlling, controlled by or under common control with a Party