definiens: means, as to a given entity, another entity that, directly or indirectly, through one or more intermediaries, controls, iscontrolled by or is under common control with such first entity . For purposes of this definition, means the ownership of fifty percent(50 % ) or more of the voting securities entitled to elect the directors or management of the entity, or the actual power to elect or direct themanagement of the entity . [COMPANY] and [COMPANY] shall not be deemed to be Affiliates of each other, nor shall Affiliates of [COMPANY] be deemed tobe Affiliates of [COMPANY] ( due to a common control relationship ), or vice versa . Moreover, notwithstanding anything in this Agreement to thecontrary, any venture capital fund, private equity fund or other investor who is not primarily an operating biopharmaceutical, pharmaceutical, diagnostics, or medical device research and development and/or marketing company ( a ) shall not be considered anAffiliate of [COMPANY], and any person or entity that directly or indirectly controls or is controlled by a Non - Affiliate Investor ( except for any entitydirectly or indirectly controlled by [COMPANY], controlling [COMPANY], or under common control with [COMPANY], in each case other than throughNon - Affiliate Investor(s ) ) shall not be considered an Affiliate of [COMPANY] solely by reason of being controlled by the same Non - AffiliateInvestors . The foregoing sentence shall apply mutatis mutandis to [COMPANY]