definiens: means any Person that, directly or indirectly ( thro ugh one or more intermediaries ) controls, is controlled by, or is under common control with a Party . For purposes of this Section 1.2, means ( i ) the direct or indirect ownership of fifty perce nt ( 50 % ) or more of the voting stock or other votin g interests or interest in the profits of the Party, or ( ii ) the a bility to otherwise control or direct the decisions of board of directors or equivalent governing body thereof . Not withstanding the foregoing, for purposes of this Ag reement, Chugai Pharmaceutical Co., Ltd ( for purposes of thi s definition, ) and Foundation Medicine, Inc. ( for purposes of this definition, ) . and all business entities controlled by Chugai or F MI, shall not be considered [COMPANY] Affiliates, unless and until G enentech elects to include one or more of such busi ness entities as a [COMPANY] Affiliate, by providing wri tten notice to [COMPANY] of such election