definiens: : shall mean the countries and territories in which a Party or its Affiliates has an existing service and/or distribution presence to feasibly conduct a cDx Homebrew at the time a ftrst right to a license to such cDx Homebrew is offered to it pursuant to this Agreement . Such cDx Homebrew service or distribution presence in such country or territory may be indirect so long as the Party also maintains a direct presence to perform cDx Homebrews in a Major Market Country . The United States shall be included in the Homebrew Territory if the relevant Party and/or its Fifty Percent Affiliate has a service and distribution capability similar to, or competitive with, one of the major United States clinical diagnostic service laboratories ( e.g., SmithKline Beecham Clinical Laboratories, LabCorp or Quest ) to provide such Homebrew . In the case of Incyte, such service and distribution capability may be accessed via partnership with SB, as anticipated by Paragraph 3.5 . Fifty Percent Affiliate for the purposes of this Paragraph and Paragraph 7.1 shall mean any corporation, ftrm, partnership or other entity : whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with a Party to the extent of at least ftfty percent ( 50 % ) of the equity ( or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ) having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with a Party