definiens: means, with respect to any Person, any entity of which securities or other ownership interestshaving ordinary voting power to elect a majority of the board of directors or other Persons performing similar functionsare at any time directly or indirectly owned by such Person ; provided that ( i ) none of the Company or any of itsSubsidiaries shall be considered a Subsidiary of Parent or any of its Subsidiaries ( other than the Company and itsSubsidiaries ) for purposes of this Agreement, and none of Parent or any of its Subsidiaries ( other than the Companyand its Subsidiaries ) shall be considered to be a Subsidiary of the Company or any of its Subsidiaries and ( ii ) neitherChugai Pharmaceuticals Co., Ltd. nor any of its Subsidiaries shall be considered a subsidiary of Parent or any of itsSubsidiaries for purposes of this Agreement ( unless Parent elects, in a written notice delivered to the Company, tohave any such Person considered a Subsidiary of Parent )