of this definition, "control" of a Person means (a) beneficial ownership of at least fifty percent (50%) of the voting securities or other comparable equity interests of such Person (whether directly or pursuant to any option, warrant or other similar arrangement) or (b) the possession, directly or indirectly, of the power to direct the management and policies of such Person, whether through the ownership of voting securities, by contract, declaration of trust or otherwise, and the terms "controlling" and "controlled" shall have meanings correlative to the foregoing. 1.5 "Agreement" has the meaning set forth in the preamble to this Agreement. 1.6 "Approval Date" means the date upon which Marketing Approval is received for the Product for the Initial Indication. 1.7 "Audit Report" has the meaning set forth in Section 7.2.2. 1.8 "Audited Party" has the meaning set forth in Section 7.2.1. 1.9 "Auditing Party" has the meaning set forth in Section 7.2.2. 1.10 "Balversa-only Target" has the meaning set forth in Exhibit B. 1.11 "Baseline" has the meaning set forth in Section 5.1.1. 1.12 "Books and Records" has the meaning set forth in Section 7.1. 1.13 "Brand Plan" has the meaning set forth in Section 2.1. 1.14 "BSAT" has the meaning set forth in Section 4.3.1. 1.15 "Business Day" means any day other than a Saturday or a Sunday or other day on which commercial banks are authorized or required to be closed in New York, New York. 1.16 "Calendar Quarter" means a calendar quarter based on that certain universal calendar system used by Janssen and each of its Affiliates for internal business purposes (a copy of which calendar for 2019 and 2020 is attached hereto as Schedule 1.16), such that each Calendar Quarter ends on the last date of the calendar quarter indicated on Schedule 1.16 (the "Quarter End