definiens: ), defined below, that has ap plications as a wound dressing ; and WHEREAS, Royce wishes to purchase products, devices, or processes which incorporate ECM and are covered by a Valid Patent C laim from [COMPANY] exclusively for resale in the United States as a wo und dressing from supplies purchased by [COMPANY] from an entity of Organo genesis ' choosing ; and WHEREAS, Royce desires to obtain an exclusive licen se from [COMPANY] in the United States to distribute ECM, as described herei n ; NOW, THEREFORE, the parties agree that : ARTICLE 1 . CERTAIN DEFINITIONS ------------------------------ The following terms shall have the following meanin gs whenever used in this Agreement : 1.1 means any corporation or oth er entity that controls, is ----------- controlled by, or is under common contro l with, a party to this Agreement . A corporation or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls more than fifty perc ent ( 50 % ) of the voting stock or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the man agement and policies of the corporation or other entity