definiens: and as defined below ) ; follows : NOW THEREFORE, in consideration of the foregoing premises, the Parties hereby agree as ARTICLE I DEFINITIONS For the purpose of this Agreement, the following terms, whether used in singular or plural form, shall have the respective meanings set forth below : 1.1 . shall mean any Person who directly or indirectly controls, is controlled by or is under common control with a Party . For purposes of this definition, or means ownership directly or through one or more Affiliates, of fifty percent ( 50 % ) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent ( 50 % ) or more of the equity interests in the case of any other type of legal entity, status as a 2 general partner in any partnership, or any other arrangement whereby a Party controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity . The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be 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 . In the case of [COMPANY], shall also expressly be deemed to include the [COMPANY] Institute for Functional Genomics, Inc. ( also known as the Genomics Institute of the [COMPANY] Research Foundation and its Affiliates