definiens: when used in this Agreement are deemed to be followed by the phrase . 1.1 means with respect to a Party, an entity that, di rectly or indirectly through one ( 1 ) or more intermediaries, controls, is controlled by or is un der common control with such Party . In this definit ion, means : ( a ) in the case of corporate entit ies, direct or indirect ownership of at least fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors ; and ( b ) in the case of non - corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such entities . Provided however, in the case of [COMPANY], the foregoing definition of Affil iate shall be applicable only in the event that [COMPANY] has ident ified such entity, in writing, as an Affiliate . For clarity, [COMPANY] may elect to sublicense rights to any such entity, in which case such entity shall be deemed a Sublicensee under this Agreement