definiens: defined below ( Licensor Reference#09A021_Cao ), and Licensor is willing to grant a license to Licensee under any one or all of the Licensed Patents and Licensee desires a license underall of them ; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties covenant and agree as follows : Section 1Definitions 1.1 means : ( a ) any person or entity which controls at least fifty percent ( 50 % ) of the equity or voting stock of the Licensee or ( b)any person or entity fifty percent ( 50 % ) of whose equity or voting stock is owned or controlled by the Licensee or ( c ) any person or entityof which at least fifty percent ( 50 % ) of the equity or voting stock is owned or controlled by the same person or entity owning or controllingat least fifty percent ( 50 % ) of Licensee or ( d ) any entity in which any officer or employee is also an officer or employee of Licensee orany person who is an officer or employee of Licensee or ( e ) any other relationship as in fact, constitutes actual control