definiens: means with respect to each Party, any Person that directly or indirectly is controlled by, controls or is under common control with a Party . For the purposes of this definition only, the term ( including, with correlative meanings, the terms and ) as used with respect to a Person means ( a ) in the case of a corporate entity, direct or indirect ownership of voting securities entitled to cast at least fifty percent ( 50 % ) of the votes in the election of directors or ( b ) in the case of a non - corporate entity, direct or indirect ownership of at least fifty percent ( 50 % ) of the equity interests with the power to direct the management and policies of such entity . For purposes of this Agreement, notwithstanding anything to the contrary herein, neither Senesco nor any other equity holders of Bey shall be deemed to be an Affiliate of BCY, other than a holder of all of the outstanding capital stock ofBCY