For the purposes of the Agreement the following terms have the meanings set forth in this Exhibit A:
Action means any action, litigation, proceeding, arbitration or other claim (including for injunctive relief) in or before any Governmental Entity.
Additional Patents means the patents and patent applications owned by Power JV as of the Effective Date and identified on Exhibit D, together with any patent that issues from any such patent applications, and any reissue, division, continuation, continuation-in-part (excluding new subject matter), extension, or reexamination, in each case, that claims priority to any of the foregoing patents or patent applications; provided that no patent or patent application will be considered an Additional Patent after the time it has expired or has been adjudged pursuant to a final decision or order of a Governmental Entity of applicable jurisdiction to be invalid (unless and until such decision or order is appealed and finally adjudged by a Governmental Entity of applicable jurisdiction to be valid).
Asia means the following countries and territories (including any successors thereto): Afghanistan, Bangladesh, Bhutan, Brunei, Cambodia, China (including Hong Kong and Macau), India, Japan, Kazakhstan, Kyrgyzstan, Laos, Malaysia, Maldives, Mongolia, Myanmar, Nepal, North Korea, Pakistan, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Tajikistan, Thailand, Turkmenistan, Uzbekistan, and Vietnam.
Africa means the following countries and territories (including any successors thereto): Algeria, Angola, Benin, Botswana, Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad, Comoros, Democratic Republic of the Congo, Republic of the Congo, Djibouti, Egypt, Equatorial Guinea, Eritrea, Eswatini, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea-Bissau, Ivory Coast, Kenya, Lesotho, Liberia, Libya, Madagascar, Malawi, Mali, Mauritania, Mauritius, Morocco, Mozambique, Namibia, Niger, Nigeria, Rwanda, Sao Tome and Principe, Senegal, Seychelles, Sierra Leone, Somalia, South Africa, South Sudan, Sudan, Tanzania, Togo, Tunisia, Uganda, Zambia, and Zimbabwe.
Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such first Person.
Auditor has the meaning set forth in Section 2.8(a).
Background IP means (a) any and all Intellectual Property Rights owned by JS Horizon, or by any other Horizon Entity, in each case, as of November 19, 2020, covering or relating to Mobility Products or Fuel Cells, including any Intellectual Property Rights described in Exhibit B, together with any patent that issues from any such patent applications included in the foregoing, and any reissue, division, continuation, continuation-in-part (excluding new subject matter), extension, or reexamination, in each case, that claims priority to any of the foregoing patents or patent applications, and (b) the Additional Patents together with any patent that issues from any