definiens: ( and other correlative terms ) means beneficial ownership as defined in Rule 13d-3 under the Exchange Act ; it being understood and agreed that shall also include any securities which any Person or any of such person 's Affiliates has the right to acquire ( whether such right is exercisable immediately or only after the passage of time ) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options or otherwise ; ( C ) means group as defined in the Exchange Act ; ( D ) ( including, with correlative meanings,, and ) of an entity means possession, direct or indirect, of ( 1 ) the power to direct or cause direction of the management and policies of such entity ( whether through ownership of securities or partnership or other ownership interests, by contract or otherwise ) or ( II ) at least fifty percent ( 50 % ) of the voting securities ( whether directly or pursuant to any option, warrant or other similar arrangement ) or other comparable equity interests of such entity ; ( E ) means ( I ) any pharmaceutical, biotechnology or biopharmaceutical company that had at least one billion dollars ( $ 1,000,000,000 ) in annual aggregate net sales of pharmaceutical products or five hundred million dollars ( $ 500,000,000 ) in annual aggregate net sales of vaccine products ( based on data provided by IMS International, or, if such data is not available, such other reliable data source as reasonably determined by [COMPANY] and reasonably agreed to by [COMPANY] ) ( II ) anyone or more Persons that are direct or indirect parent holding companies of subsidiaries of the pharmaceutical, biotechnology or biopharmaceutical company described in clause ( E)(I ) above or ( III ) any Affiliate of the pharmaceutical, biotechnology or biopharmaceutical company described in clause ( E)(I ) above ; -4-(F ) means an individual, corporation, partnership, company, joint venture, unincorporated organization, limited liability company or partnership, sole proprietorship, association, bank, trust company or trust, whether or not legal entities, or any Governmental Authority ; ( G ) means the Securities Exchange Act of 1934, as amended and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof ; and ( H ) means securities of any class or series of a corporation, association or other entity, the holders of which are ordinarily, in the absence of contingencies, entitled to vote generally in matters put before the shareholders or members of such corporation, association or other entity