definiens: means, as to any Person, any other Person that, directly orindirectly through one or more intermediaries, controls, is controlled by or is under commoncontrol with such Person, as the case may be, for so long as such control exists . As used in thisSection 1.1.3, means : ( a ) to possess, directly or indirectly, the power to direct themanagement and policies of a Person, whether through ownership of voting securities or bycontract relating to voting rights or corporate governance ; or ( b ) direct or indirect beneficialownership of at least fifty percent ( 50 % ) ( or such lesser percentage that is the maximum allowedto be owned by a foreign Person in a particular jurisdiction ) of the voting share capital in aPerson . For purposes of this Agreement and any Development & Commercialization Agreement, neither [COMPANY] nor Agios shall be deemed an Affiliate of the other Party