definiens: ( and ot her correlative terms ) means beneficial ownership a s defined in Rule 13d-3 under the United States Securities an d Exchange Act of 1934, as amended ; it being unders tood and agreed that shall also inclu de any securities which any Person or any of such P erson ’s Affiliates has the right to acquire ( whether such r ight is exercisable immediately or only after the p assage of time ) pursuant to any agreement, arrangement or und erstanding, or upon the exercise of conversion righ ts, exchange rights, rights, warrants or options, or ot herwise ; ( C ) means group as defined in the Securities Exchange Act of 1934, as amended and the rules of t he Securities and Exchange Commission thereunder as in effect on the date hereof ( ) ; ( D ) ( including, with correlative meanings,, and ) of a n entity means possession, direct or indirect, of ( I ) the power to direct or cause direction of the managemen t and policies of such entity ( whether through owne rship of securities or partnership or other ownership intere sts, by contract or otherwise ), or ( II ) at least fi fty percent ( 50 % ) of the voting securities ( whether directly or pursuant to any option, warrant or other similar a rrangement ) or other comparable equity interests of such entity ; ( E ) means ( x ) any pharmaceutical, biotechnology or biopharmaceutical company that had at least one billion ( $ 1,000,000,0 00 ) in annual aggregate net sales of pharmaceutical produc ts ( based on data provided by IMS International, or, if such data is not available, such other reliable data sou rce as reasonably determined by [COMPANY] and reasonab ly agreed to by PSIVIDA ), ( y ) any one or more Persons that are d irect or indirect parent holding companies of subsi diaries of the pharmaceutical, biotechnology or biopharmaceuti cal company described in clause ( x ) above, or ( z ) a ny Affiliate ( as defined in the Exchange Act ) of the p harmaceutical, biotechnology or biopharmaceutical c ompany described in clause ( x ) above ; and m eans securities of any class or series of a corpora tion, association or other entity, the holders of which a re ordinarily, in the absence of contingencies, ent itled to vote generally in matters put before the shareholders or members of such corporation, association or other entity