definiens: shall mean any Person, whether de jure or de facto, which directly or indirectly through one ( 1 ) or m oreintermediaries controls, is controlled by or is und er common control with another Person . A Person sha ll be deemed to another Person if it ( a ) owns, directly o r indirectly, beneficially or legally, at least fif ty percent ( 50 % ) of theoutstanding voting securities or capital stock ( or such lesser percentage which is the maximum allowed to be owned by aPerson in a particular jurisdiction ) of such other Person, or has other comparable ownership interest with respect to any Personother than a corporation ; or ( b ) has the power, whe ther pursuant to contract, ownership of securities or otherwise, to direct themanagement and policies of the Person . Notwithstand ing the above, neither of the Founding Companies of Regulus shall bedeemed an Affiliate of Regulus for the purposes of this Agreement under any circumstances