Business Partnership Project Agreement

For the purposes of this definition, a business entity shall be deemed to own and/or to control another entity if more than 50 (fifty per cent) of the voting stock of the latter business entity, ordinarily entitled to vote in the election of directors (or, if there is no such stock, more than 50 (fifty per cent) of the ownership of or control in the latter business entity) is held by and consolidated in the annual accounts of the owning and/or controlling business entity.. For the purposes of this definition, a business entity shall be deemed to own and/or to control another entity if more than 50 (fifty per cent) of the voting stock of the latter business entity, ordinarily entitled to vote in the election of directors (or, if there is no such stock, more than 50 (fifty per cent) of the ownership of or control in the latter business entity) is held by and consolidated in the annual accounts of the owning and/or controlling business entity.. Background IPR shall mean any and all IPR, other than Foreground IPR, and (a) which are owned or controlled by a Party or any of its Affiliates at the Effective Date or (b) in respect of which ownership or control is acquired by a Party or any of its Affiliates during the Term of this Agreement as a result of: (i) activities conducted outside the framework of the Project or (ii) any transaction with a third party .. Results shall mean an invention or any other subject matter capable of protection by IPR, which invention is made or subject matter is generated either solely by a Party any of its Affiliates Philips and/or a Philips Affiliates or jointly by the Parties ,any of its Affiliates, Philips and/or a Philips Affiliate during the Term of this Agreement and within the framework of the Project..