definiens: means, as to a ~i~~en entity, another entity that, directly oi- indirectly, through cane or more intermediaries, coiltiols, is controlled by or is under common cont~•ol with . asuch first entity . For purposes of this definition, means t1 ~ e ownership of fifty percent{50 % ) or ino~~e of the voting securities entitled to elect the directors or nlanag ~ ment of the entity, or the actual power to elect or direct the ma ~ lage ~ nlent of the entity . An Affiliate of [COMPANY] shallmean aiz entity that is an Affiliate of either ( or both ) of the entities collectively defined asArsanis ( i.e., that is an Affiliate of either or both of [COMPANY], Inc. and Arsailis Biose ~ iencesGmbH ) . [COMPANY] and A ~ rsanis shall not be deemed to be Affiliates of each other, nor shallA~~filiates of [COMPANY] be deemed to be ~lffliates of [COMPANY] ( due tv a common contt - olrelationship ), or vzce versa . Moreo~~er, not~~ithstanding anything in this Agreement to thecontrary, any venture capital fund, private equity fund or other investor wl ~ o is not primarily anoperating biopharmaceutical, pharmaceutical, diagnostics, or medical device research a~1ddevelopment and / oi- marketing company ( a ` ` Non - affiliate Investor " ) shall not be considered airAffiliate of [COMPANY], and any person or entity that directly or indirectly controls or is controlledby a Noi~-affiliate Investor ( except for any entity directly or indirectly controlled by [COMPANY], controlling Arsa ~ nis, or under common control with [COMPANY], in each case other than through Nor1 - affiliate Investor(s ) ) shall not be considered an Affiliate of [COMPANY] solely by reason of beingcontrolled by the same Non - affiliate Investors . The foregoing sentence shall apply lrrutatisrnuta~2dis to Adilnab