definiens: means, with respect to a Party, any entity, that controls, is controlled by, or is under common control with, such Party . For purposes of this definition . shall refer to : ( a ) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise ; or ( b ) the ownership, directly or indirectly, of at least fifty percent ( 50 % ) of the voting securities or other ownership interest of an entity . Notwithstanding the foregoing, unless expressly specified - 1 -#146403 Confidential Treatment has been Requested of Marked Portions otherwise, for the purposes of this Agreement, F. Hoffman - La Roche Ltd and all entities controlled by, controlling . or under common control with F. Hoffman - La Roche Ltd, except for any entity controlled by [COMPANY], shall not be considered an Affiliate of [COMPANY]