definiens: shall mean any entity which controls, is controlled by or is under common control with JT or CG . For purposes of this definition, shall mean beneficial ownership ( direct or indirect ) of at least fifty percent ( 50 % ) ofthe shares of the subject entity entitled to vote in the election of directors ( or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority ) . shall mean an entity C:\NrPortb1\PALIB2\JEJ\2129547JDOC ( 275919 ) that is controlled by a party to this Agreement . Notwithstanding the foregoing, neither Abgenix, Inc., nor any entity controlled by Abgenix, Inc. shall be deemed an Affiliate of CG for purposes of this Agreement . Likewise, neither the government of Japan nor any entity controlled by the government of Japan shall be deemed an Affiliate of JT