definiens: means an Affiliate of M inotaur Therapeutics, Inc. which Minotaur Therapeutics, Inc. has actual authority to, by signing a contract ( i.e., this Agreement ) on b ehalf of such Affiliate, bind such Affiliate as a party to the co ntract . The Parties agree that if a Person is not a Controlled Affiliate on the date of this Agreement but thereafter become s a Controlled Affiliate, such Person shall be deem ed to have automatically become a party to this Agreement as a Controlled Affiliate without any need for any exec ution and delivery of a joinder or a counterpart signature pa ge . Licensee shall notify Taurus whenever a Person hereafter becomes, or ceases to be, a Controlled Affiliate . I n addition, if any Affiliate of Licensee which woul d not otherwise be deemed to be a Controlled Affiliate hereafter ex ecutes and delivers to Licensee and Taurus a joinde r ( in a form reasonably satisfactory to Licensee and Taurus ) to this Agreement in which such Person expressly under takes all the burdens and obligations of a Controlled Affilia te under this Agreement, such Person shall thereby be deemed to have become included within the definition of The parties specially agree t hat for purposes of this Controlled Affiliate definition, a ny Person that would otherwise qualify as an Affili ate of a party will not be deemed to be, and will not be treated a s, an Affiliate of such party if the sole basis for Affiliate status is that such Person is a portfolio company of a Per son ( the primary business of who / which is investing in securities, debt or other investment vehicles ( e.g., venture ca pital firms or advisers ) ) who / which controls such p arty