definiens: means, with respect to a specified Person, another Person that directly or indirectly, through one or moreintermediaries, controls, is controlled by or is under common control with, such specified Person ; provided that for theavoidance of doubt, except as otherwise set forth herein, from and after the consummation of the J&J / Synthes Merger, Synthesand its subsidiaries shall be deemed to be Affiliates of Seller ; provided, further, that neither the direct parent of Buyer, nor anyPerson or group of Persons that directly or indirectly controls the direct parent of Buyer, nor any portfolio company ( otherthan Buyer or any of its direct or indirect subsidiaries ) of any Person or group of Persons that directly or indirectly controlsthe direct parent of Buyer, shall be deemed to be an Affiliate of Buyer or any other Person for purposes of this Agreement . Forpurposes of this definition, means the possession, directly or indirectly, of the power to direct or cause the directionof the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise