definiens: and collectively asthe .WHEREAS, [COMPANY] and its Affiliates ( as defined herein ) have discovered and developedthe Licensed Compounds ( as defined herein ) and [COMPANY] is seeking a licensee to further developand commercialize the Licensed Compounds ; and WHEREAS, VPH has established Tigercatand intends to capitalize Tigercat as described in the Equity Agreements ( as defined herein ) ; andWHEREAS, Tigercat desires to develop and commercialize the Licensed Compounds withinvestment from VPH, as described herein, and with the development assistance of VelocityPharmaceutical Development, LLC ( ), as described herein ; and WHEREAS, [COMPANY] andTigercat desire to enter into a license arrangement whereby Tigercat will develop andcommercialize Licensed Compound;NOW, THEREFORE, in consideration of the foregoing premises and the mutualcovenants herein contained, [COMPANY], Tigercat and, as applicable, VPH hereby agree as follows : ARTICLE I - DEFINITIONSAs used in this Agreement, the following capitalized terms, whether used in the singular orplural, shall have the respective meanings set forth below:1.01 shall mean any individual or entity directly or indirectly controlling, controlled byor under common control with a Party to this Agreement . For purposes of this Agreement, thedirect or indirect ownership of fifty percent ( 50 % ) or more of the outstanding voting securities ofan entity, or the right to receive fifty percent ( 50 % ) or more of the profits or earnings of an entityshall be deemed to constitute control . Such other relationship as in fact results in actual controlover the management, business and affairs of an entity shall also be deemed to constitutecontrol