definiens: means an entity that directly, or indirectly th rough one or more intermediaries, controls or is controlled by or is under common control with, a specified entity . For the purposes of this definition, ( including with correlative meanings, the terms, and ), as applied to any entity, means : ( a ) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that entity, whether through the ownership of voting securities or by contract or otherwise ; or ( b ) the ownership of at least fifty percent ( 50 % ) of the voting securities of that entity . Notwithstanding anything to the contrary contained herein, shall not include, in the case of CHIRON, Novartis AG or any Affiliate of Nov artis AG, unless Novartis shall have acquired direct control of a majority of the Board of Directors of CHIRON . Notwithstanding anything to the contrary contained herein, shall not include, in the case of ROCHE, Genentech Inc. or any Affiliate of Genentech Inc., nor Chugai Pharmaceutical Co., Ltd. or any Affiliate of Chugai Pharmaceutical Co., Ltd