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 another Person . A Person will be deemed to another Person if it ( a ) owns, directly or indirectly, beneficially or legally, at least 50 % of the outstandingvoting securities or capital stock ( or such lesser percentage which is the maximum allowed to be owned by a Personin a particular jurisdiction ) of such other Person, or has other comparable ownership interest with respect to anyPerson 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 . Notwithstanding the above, neither of the FoundingCompanies of Regulus will be deemed an Affiliate of Regulus for the purposes of this Agreement under anycircumstances