definiens: means, with respect to any Person, any other Pers on that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such first Person . For purposes of this definition, and, with co rrelative meanings, the terms and shall mean : ( a ) the possession, directly or indirectly, of the power to direct th e management or policies of a business entity, whethe r through the ownership of voting securities, by co ntract relating to voting rights or corporate governance, or otherwise ; or ( b ) the ownership, directly or ind irectly, of more than fifty percent ( 50 % ) of the voting securit ies or other ownership interest of a business entit y ( or, with respect to a limited partnership or other similar e ntity, its general partner or controlling entity ) . Neither of the Parties to this Agreement shall be deemed to be an of the other solely as a result of thei r entering into this Agreement . ‘ Affiliates ’ of a Party include Per sons that are Affiliates of such Party as of the Ef fective Date and Persons that become Affiliates of such Party af ter the Effective Date, including pursuant to a Cha nge of Control