definiens: means any Person, whether de jure or de facto, which directly or indirectly through one ( 1 ) or moreintermediaries controls, is controlled by or is under common control with another Person . A Person will be deemed to another Person if it ( a ) owns, directly or indirectly, beneficially or legally, at least 50 % of the outstanding votingsecurities or capital stock ( or such lesser percentage which is the maximum allowed to be owned by a Person in a particularjurisdiction ) of such other Person, or has other comparable ownership interest with respect to any Person other than acorporation ; or ( b ) has the power, whether pursuant to contract, ownership of securities or otherwise, to direct the managementand policies of the Person . Notwithstanding the above, neither of the Founding Companies of Regulus will be deemed anAffiliate of Regulus for the purposes of this Agreement under any circumstances