definiens: shall mean, with respect to any person or entity, any other person or entity, which directly or indirectly controls, is controlled by, or is undercommon control with, such person or entity . A person or entity shall be regarded as in control of another person or entity if, and for as long as, it owns, or directly orindirectly controls, more than fifty percent ( 50 % ) of the voting stock or other ownership interest of the other person or entity, or if it directly or indirectly possesses thepower to direct or cause the direction of the management and policies of the other person or entity by any means whatsoever . Notwithstanding the foregoing, withrespect to the Company, shall not include a holder of Company Capital Stock ( as defined in the Warrant Agreement ) or any investor in a holder of theCompany Capital Stock, in either case, that is a venture capital limited partnership or similar investment entity or any entity that is an Affiliate of any of the foregoing(other than the Company or any subsidiary of the Company ) or Janssen, [COMPANY] or any Affiliate of [COMPANY], and, with respect to [COMPANY], shall not includethe Company or any Affiliate of the Company