definiens: means, with respect to a Party, any person, firm, corporation, or other entity controlling, controlled by, or under common control with such Party hereto . The term as used in this definition ( withcorrelative meanings for the terms and ) means that the applicable person, firm, corporation or other entity has the actual ability ( directly or indirectly ) to direct and control the management and business ofthe applicable Party, whether through ownership, directly or indirectly, of more than fifty percent ( 50 % ) of the voting capital, or the ability to effect the election of a majority of the directors, or by contract or otherwise . In any jurisdiction where 50%control is not permitted by applicable law, the threshold shall be deemed satisfied by the possession ofsubstantially the maximum percentage allowable in such jurisdiction . With regard to MSK, shall include SloanKettering Institute for Cancer Research and the Memorial Hospital for Cancer and Allied Diseases