definiens: means, with respect to any person or entity, any other person or entity that controls, is controlled by, or is under common control with, such person or ent ity . For purposes of this Agreement, a person or en tity shall be deemed to control an entity if it owns or contro ls, directly or indirectly, at least 50 % of the equ ity securities 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 auth ority ), or otherwise has the power to direct the ma nagement and policies of such other entity . Anything to the contrary in this paragraph notwithstanding, neither Chugai Pharmaceutical Co., Ltd, a Japanese corporation ( ) and/or its subsidiaries ( if any ) shall be deemed as Affiliates of [COMPANY] unless [COMPANY] provides written n otice to Miragen of its desire to include Chugai, o r Chugai ’s respective subsidiaries ( as applicable ) as Affiliat e(s ) of [COMPANY]