definiens: . Accounting Standards means, ( a ) with regard to MERRIMACK, US generally accepted accounting principles . and ( b ) with regard to PEl, for matters arising tim)Ugh December 31, 2011, Republic of China accounting standards and for ACTIVEUS 7195~<Jn\'1 CONFIDENTIAL EXECUTION COPY matters arising after January I, 20 12, intem ~ ltional financial reporting standards~ in each case as consistently applied, Section 1,2, Affiliate means, with respect to a Party, any Person that controls, is controlled by, or j, s under common control with such Party . For purposes of this Section 1.2, shall refer to ( a ) in the case of a Person that is a corporate entity, direct or indirect ownership of mare than fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors of such Person, or ( b ) in the case of a Person that is not a corporate entity, the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of such Person ; whether through the ownership of voting securities, by contract Dr otherwise, Section 13, Annual Net Sales means aggregate Net Sales of the Licensed Compound or the Licensed Product by MERRIMACK or its Affiliates or sublicensees in the MERRIMACK Territory in any Calendaf Year or, with fegard to the first and last years of the Tenn, the portion of such Calendar Year during which th;s Agreement is in effect Section 1.4 . BanklllptcyCodemeans 11 U.S.c . § § IOI~13300f the United States Code, as amended, and similar laws governing banhuptcy and insolvency in countries outside the United States, Section 1.5 . Business Day mcans a day on which banking institutions in Boston, Massachusetts and Taipei, Taiwan are open fOf business, excluding any Saturday or Sunday, Section 1.6 . Calendar Quarter means < l calendar quarter ending on the last day of March, June, September or December, Section 1.7 . Calendar Year moans a period of time commencing on January 1 and ending on the following December 31