definiens: of a Person means any other Person that ( directly or indirectly ) is controlled by, controls, or isunder common control with such Person . For the purposes of this definition, the term ( including, withcorrelative meanings, the terms and ) as used with respect to aPerson, will mean the possession, directly or indirectly, of the power to direct, or cause the direction of, themanagement or policies of such Person, whether through the ownership of voting securities, by contract orotherwise, and will be presumed to exist if either of the following conditions is met : ( a ) in the case ofa corporate entity, direct or indirect ownership of voting securities entitled to cast at least 50 % of the votes inthe election of directors or ( b ) in the case of a non - corporate entity, direct or indirect ownership of at least fiftypercent ( 50 % ) of the equity interests with the power to direct the management and policies of such entity . Forall purposes of this Agreement, BioCryst or its Affiliates will not be an Affiliate of Torii or any of Torii’sAffiliates, and Torii or its Affiliates will not be an Affiliate of BioCryst or any of BioCryst ’s Affiliates