definiens: means all Program Inventions for which [COMPANY] ( or its Affiliate ) has ( meaningthat it employs or has engaged as a consultant ) at least one ( 1 ) person who would be a properly named inventor onthe U.S. Patent claiming such invention, other than Joint Program Inventions . Inventorship for purposes of thisdefinition, and all intellectual property - related definitions in this Agreement, shall be determined in accordance withUnited States patent law,1.10 means, as to a given entity, another entity that, directly or indirectly, through one or moreintermediaries, controls, is controlled by or is under common control with a such first entity . For purposes of thisdefinition, means the ownership of fifty percent ( 50 % ) or more of the voting securities entitled to elect thedirectors or management of the entity, or the actual power to elect or direct the management of the entity . An Affiliateof [COMPANY] shall mean an entity that is an Affiliate of either ( or both ) of the entities collectively defined as 2Arsanis ( i.e., that is an Affiliate of either or both of [COMPANY], Inc. and [COMPANY] Biosciences GmbH ) . [COMPANY] andArsanis shall not be deemed to be Affiliates of each other, nor shall Affiliates of [COMPANY] be deemed to be Affiliates ofAdimab ( due to a common control relationship ), or vice versa