definiens: shall mean any corporation or other entity that is directly or indirectly controlling, controlled byor under common control with a party . For the purpose of this definition, shall mean the direct or indirect ownershipof at least fifty percent ( 50 % ) of the shares of the subject entity entitled to vote in the election of directors ( or, in the case ofan entity that is not a corporation, for the election of the corresponding managing authority ), or at least a fifty percent ( 50%)interest in the income of such entity ; provided that, if local law requires a minimum percentage of local ownership, controlshall be established by direct or indirect ownership of one hundred percent ( 100 % ) of the maximum ownership percentagethat may, under such local law, be owned by foreign interests . For the purpose of this Agreement, Genentech, Inc., 1 DNAWay, South San Francisco, California 94080 - 4990, USA ( ) and Chugai Pharmaceutical Co., Ltd., 1–1 Nihonbashi - Muromachi 2 - Chome, Chuo - ku, Tokyo 103 - 8324, Japan ( ), respectively, shall not be deemed an Affiliate of [COMPANY], unless [COMPANY] opts for the inclusion of Genentech and/or Chugai, by giving written notice to [COMPANY]