definiens: , and mean, with respect to a controlled entity, ( i ) the direct or indirect ability or power to direct or cause the direction of the management and policies of such entity or otherwise direct the affairs of such entity, whether through ownership of equity, voting securities, or beneficial interest, by 1 USIDOCS 6377029v3 contract, or otherwise, or ( ii ) the ownership, directly or indirectly, of at least 50 % of the voting securities ( or other comparable ownership interest for an entity other than a corporation ) of such entity . In this Agreement the term shall mean any Affiliate controlled directly or indirectly ( through one or more other so controlled Affiliates ) by a Person as provided in clause ( ii ) ofthe prior sentence . None of the following entities shall constitute Affiliates ofIDEA for so long as ( a ) such entities do not, directly or indirectly, control [COMPANY] and are not, directly or indirectly, controlled by [COMPANY] ( whether or not such entities are under common control with [COMPANY] ) and ( b ) such entities do not own or control Licensed Technology or Licensed Ancillary IPR ( other than pursuant to the rights and licenses granted to TDT in the TDT License ) and are not engaged in the research, development or commercialization of Licensed Products in the Field : TDT Parent, TDT, any Subsidiaries ofTDT Parent or TDT, Celtic [COMPANY] Holdings Limited ( incorporated under the laws of Malta ), Celtic [COMPANY] Limited ( incorporated under the laws of Malta ), Nantofen Holdings Ltd. ( incorporated under the laws of Bermuda ), and Nantofen Ltd. ( incorporated under the laws of Bermuda )