definiens: shall mean, with respect to a particula r Party, any corporation or non - corporate business entity that, directly or indirectly, controls, is controll ed by, or is under common control with such Party . For purposes of this definition, an entity will be regarded as i n control of another entity ( with correlative meani ngs for and ) if : ( a ) such entity owns, directly or indirectly, at least fifty percent ( 50 % ) of the securities or capital stock wi th the ability to vote to elect directors ( or simil ar controlling management ) of such entity, or has other comparable ownership and voting interest with respect to any entity other than a corporation ; or ( b ) it possesses, dire ctly or indirectly, the power to direct or cause th e direction of the management and policies of the corporation or n on - corporate - 1 - business entity, as applicable, whether through the ownership or control of voting securities, by cont ract or otherwise