definiens: means any person, corporation, partners hip, firm, joint venture or other entity which, directly or indi rectly, through one or more intermediaries, control s, is controlled by, or is under common control with, [COMPANY] or ImmunoCellular, as the case may be . An entity will be regarded as in control of another entity for purposes of thi s definition if it owns or controls more than fifty per cent ( 50 % ) of the shares of the subject entity enti tled to vote in the election of directors ( or, in t he case of an entity that is not a corporation, for the ele ction of the corresponding managing authority ) or otherwise po ssess the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of the outsta nding voting securities or by contract or otherwise ; 1.2 means this Agreement in its entirety in cluding all Schedules ; 1.3 means the applicable supranational, national, federal, provincial, state and local including municipal, laws, rules, orders and regula tions, including any rules, orders, regulations, guidelines, directives or other requirements of any governmental authority, agency or other Government Competent Authorities having jurisdictio n over the activities of the Parties under this Agreement and the Quality Agreement, including with out limitation cGMP, and any such laws, rules, orders and regulations, guidelines, directives or o ther requirements pertaining to environment, health and safety, patient privacy and data protection, an d anti - bribery and anti- corruption, in each case that may be in effect from time to time during the T erm hereof, and any amendments thereto