definiens: shall mean any entity directly or indirectly CQntrolled by, controlling, able to conlml, or under common control with, a specified Person, but only for!iO long as su<:h control shall continue . For purposes of this definition,, and ~under wmmon control with " ' ) means possession, direct or indirect of ( a ) the power to direct or C8111lC direction of the management and policies of!lllch Penon ( whether through owncnhip of secwities or partnershi p or olbcr ownt . 'T"lihip interests, by contmct or otherwise ), or ( b ) at least 5O - A. of the voting securitics ( whether directly or pursuant to Any option, warr ~ nt or other similar arrang\:r1wnt ) or other comparab le equity interests of such Person . For the avoidance of doubt, ( i ) neither the Mak ~'T nor the Payee shall be deemed to be an ' of the other ! iOJely as II result of their ~'fltcring mto the Stock Purchase Agreemen t, and ( ii ) the stockholders of the Maker On the dale of the Stock Purchase : Ag.-eement ( ) shall be deemed to be Affiliates of the Maker so long IL'l they own beneficially not ICSi!I than 10 % of the voung securities of the Maker, ( 8) shall mean an event III which : ( a ) any oth\:1s Originlll Affiliates ) lIC'Iuin : s beneficial ownership of secwitics of the Makt . 'T representing more than 50 % of the voting power of the then oUlstanding securities of the Maker - with n : spcct 10 the electioo ofdin : ctors of the Mnker . ( b ) the Maker enters Into II merger, consolidation, scheme of IlITIIllgernenl or SImilar transacuon with another Pc - rson, unless ( i ) the menlbers ofthe Board of DirectOD of the Maker immediately prior to such tmnsaCiion conslllute more than SO% of the members of the Board of Directors of the Maker ( or II I'arem Entity of the Maker ) Immediately following such transaction, and ( ii ) the Peroons who beneficially owned the outstanding vottng securities of the Maker immedi3lely prior to such tmnsaction beneficially own secuntics of the Maker reprc5cntill8 at leasl 50 % of the voting power with respect to the election of directors of the Maker immediately following such tmnsaction, or II Parent Entity of the Maker - benefiCIally owns securiries of the Maker n : prescnling 100 % of the voting power with n : spcct 10 the election of directors of the Maker Immediately followlIlg sueb mlllsaclion ; or ( e ) the Maker sells to any I'eroon(s ), in one or more relaled tntllSll(:lions of the Maker means any Person that acqulrc5 directly or indirect ! y, by merger or otherwise, lhe capital stock of the Maker If the holders of securities thaI represented ] 00 ) of the Malr : er llIuno : dilueiy prior 10 such acqulsit10n dlrtctly own 100 % oflhe Voting Stock ofthe Parent Entity immediately after such acquisition and in the exact same percentages lIS they owned Voting Stock inlhe Maker immediately prior to such acquisition ; ( q MCompany " shall mean Vicuron Phannaccuticalllnc