definiens: shall mean, with respect to any Person, another Person which controls, is controlled by, or is under commoncontrol with such Person . A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership ofvoting securities, by contract, or otherwise . Without limiting the generality of the foregoing, a Person shall be deemed tocontrol another Person if any of the following conditions is met : ( a ) in the case of corporate entities, direct or indirectownership of at least fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors, and ( b ) inthe case of non - corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the equity interest with thepower to direct the management and policies of such non - corporate entities . The Parties acknowledge that in the case ofcertain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor maybe less than fifty percent ( 50 % ), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management and policies of such entity . For purposes of thisAgreement, in no event shall [COMPANY] or any of its Affiliates be deemed Affiliates of Regeneron or any of its Affiliates nor shallRegeneron or any of its Affiliates be deemed Affiliates of [COMPANY] or any of its Affiliates . For purposes of this Agreement, neither [COMPANY] Pasteur nor Merial Limited, nor any of their respective subsidiaries or joint ventures, shall be deemed to beAffiliates of [COMPANY] or any of its Affiliates