definiens: means a Person that controls, is controlled by or is under common control with a Party . For the purposes of this definition, the word ( including, with correlative meaning, the terms or ) means the I - PRlI285123.26 actual power, either directly or indirectly through one or more intermediaries, to direct the management and policies of such Person, whether by the ownership of fifty percent ( 50 % ) or more of the voting stock of such Person ( it being understood that the direct or indirect ownership of a lesser percentage of such stock shall not necessarily preclude the existence of control ), or by contract or otherwise . Notwithstanding the foregoing, for the purposes of this Agreement, none of the following persons shall be considered to be an ofKos or any ofKos 's Affiliates : ( i ) Michael Jaharis or the spouse or any sibling or lineal descendent of Michael Jaharis or their estates, ( ii ) any trust for the benefit of Michael Jaharis or the spouse or any sibling or lineal descendent of Michael Jaharis, or ( iii ) any corporation, limited liability company, partnership, limited partnership, or other entity that is beneficially owned or controlled by any of the persons in clauses ( i ) or ( ii ) above, other than a publicly traded entity and its direct and indirect subsidiaries