definiens: means, with respect to a Party or other Person, any corporation or other business entity that, directly or indirectly, through one or more i ntermediaries, controls, is controlled by, or is un der common control with that Party or other Person for so long as such Party or other Person controls, is control led by or is under common control with such corporation or other business entity . For the purpose of this definitio n only, ( including, with correlative meaning, the terms and ) means the actual power, either directly or indirect ly through one or more intermediaries, to direct or cause the direction of the management and policies of such Pa rty or other Person, whether by the ownership of 50 % or more of the voting equity of such Party or other Pe rson, by contract or otherwise . Notwithstanding the foregoing, solely with respect to Sections 1.61 ( Major Biophar maceutical Company ), and 3.1 ( Licenses to [COMPANY] ), will not include ( a ) with respect to a n entity, its bona fide venture capital or private equity investors, ( b ) with respect to an entity, its bona fide instit utional investors, provided that such institutional investors routinely make venture capital investments for the potential financial return on such investments and for so long as such institutional investors do not ( x ) obtain a ny rights ( including options, rights to negotiate, rights of first refusal or other contingent rights ) to acquire cont rol of such entity or its assets or ( y ) enter into or agree to enter into any research, development, commercial, license or other strategic transaction with such entity ( e ach investor in clause ( a ) and ( b ), an ), or ( c ) Affiliates of such venture capital, priv ate equity or institutional investors that do not otherwise quali fy as Affiliates of such entity under this Section 1.5 ( i.e., for a reason other than by virtue of their status as Affi liates of such investors )