definiens: means any Person, whether de jure or de facto, which directly or indirectly through one ( 1 ) or moreintermediaries controls, is controlled by or is under common control with a Party . A Person shall be deemed to another Person if it ( a ) owns, directly or indirectly, beneficially or legally, at least fifty percent ( 50 % ) of theoutstanding voting securities or capital stock ( or such lesser percentage which is the maximum allowed to be ownedby a Person in a particular jurisdiction ) of such other Person, or has other comparable ownership interest with respectto any Person other than a corporation ; or ( b ) has the power, whether pursuant to contract, ownership of securities orotherwise, to direct the management and policies of the Person . For the purposes of clarity, the Company is not anAffiliate of Axcan or any of its subsidiaries at any time prior to the closing of the Merger in accordance with the termsof the Merger Agreement, if any