definiens: shall mean ( a ) any company owned or controlled to the extent of at least fifty percent ( 50 % ) of its issued an d voting capital by a Party to this Agreement and any other company so owned or controlled ( directly or indirectly ) by any such company or the owner of any such company, or ( b ) any partnership, joint venture or other entity directly or indirectly controlle d by, controlling, or under common control with, to the extent of at least fifty percent ( 50 % ) of voting power ( or otherwise having power to control its general activities ), a Party to this Agreement 1.2 shall mean the Technol ogies developed prior to the Effective Date, which the University or [COMPANY] owns, or has license rights to, and which are useful for the Purpose . The Party ’s respective Background Technology shall be referred to as [COMPANY] Background Technology and University Background Technology . The University Background Technology shall include in particular certain Patent Rights and Technology Rights relating to ( i ) Arabidopsis transgenic plants and ( ii ) the hap1 and other extensin -gfp gene constructs . The Patent Rights r elated hereto are listed in Exhibit D