definiens: means, with respect to any Person, any other Pers on that directly or indirectly controls, is controlled by, or is under common control with such Person . As used in this definition, mean s ( a ) the direct or indirect ownership of more than 50 % of th e voting securities or other voting interest of any Person ( provided that, if local Laws restrict foreign owne rship, control shall be established by direct or in direct ownership of the maximum ownership percentage that may, under such local Laws, be owned by foreign interest ), or ( b ) the possession, directly or indir ectly, of the power to direct or cause the directio n of the management and policies of such Person, whether thr ough ownership of voting securities, by contract, a s a general partner, as a manager, or otherwise . Notwit hstanding the foregoing, for purposes of this Agree ment, ( i ) each of MPM, Maverick and Takeda ( and any Affil iate of Takeda ) shall not be deemed to be an -1- [ ] = Certain confidential information contained i n this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended