definiens: means ( a ) with respect to Licensee, any Person th at, during the Term, ultimately controls Licensee ( which, as of the Effective Date, is Sprin gWorks ), and ( b ) with respect to [COMPANY], any Person that, during the Term, ultimately controls [COMPANY] . For the purpo se of this definition, shall refer to : ( a ) the possession, directly or indirectly, of the power to direct or c ause the direction of the management or policies of Licensee or [COMPANY], as applicable, whether through the ownershi p of voting securities or other ownership interest, by contract or otherwise, or ( b ) the ownership, directly or ind irectly, of fifty percent ( 50 % ) or more of the voti ng securities or other ownership interest of Licensee or [COMPANY], as applicable, and, means that th e relevant Person itself is not controlled by another Person