definiens: means, with respect to a Party or other party, an y person or entity which at the time in question directly or indirectly controls, is contro lled by, or is under common control with, such Part y or other party . For the purposes of this definition, Section 1.4, and Section 1.38, means the possess ion, directly or indirectly, of : ( a ) more than 50 % of the voting interests of an entity ; or ( b ) the power to direct or cause the direction of the management or policies of an entit y, whether through the ownership of voting interest s, by agreement with respect to the voting of voting inte rests, by other agreement conferring control over m anagement or policy decisions, by virtue of the power to cont rol the composition of the board of directors or ma nagers, or otherwise . The terms and will have correlative meanings . Notwithstanding th e foregoing, for purposes of this Agreement : ( x ) Heli x Holdings I, LLC, and its subsidiaries, successors, and members are not Affiliates of [COMPANY] ; and ( y ) Ill umina Innovation Fund I, L.P and its subsidiaries, successors, and partners are not Affiliates of [COMPANY]