definiens: ( and other correlativeterms ) shall mean beneficial ownership as defined in Rule 13d-3 under the 1934 Act and shall have the meaningdefined in Section 13(d)(3 ) of the 1934 Act ; it being understood and agreed that shall also include anysecurities which any person or any of such person ’s Affiliates or parent holding company or any of its Affiliates ( X ) has theright to acquire directly or indirectly ( 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, and/or ( Y ) owns or controls, whether directly or indirectly, through any subsidiary or otherAffiliate ; ( c ) means any biotechnology, biopharmaceutical or biotechnology tool company ( in no eventto include any Large Pharmaceutical Company ) that in the case of any biotechnology or biopharmaceutical company, isprimarily engaged in the research and development of novel pharmaceutical therapeutics for use in humans or in the case of abiotechnology tool company, is primarily directed at human disease ; ( d ) means securities of any class orseries of a corporation or other person, the holders of which are ordinarily, in the absence of contingencies, entitled to votegenerally in matters put before the shareholders or members of such corporation or person ; ( e ) ( including, withcorrelative meanings,, and ) of an entity means possession, director indirect, of ( I ) the power to direct or cause direction of the management and policies of such entity ( whether throughownership of securities or partnership or other ownership interests, by contract or otherwise ), or ( II ) at least 50 % of the votingsecurities ( whether directly or pursuant to any option, warrant or other similar arrangement ) or other comparable equityinterests of such entity ; ( f ) means, with respect to any referenced person, any corporation or otherperson which, directly or indirectly, beneficially owns at least fifty percent ( 50 % ) or more [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED