definiens: . Affiliate means, with respect to a first Person, any second Person directly or indirectly controlled by, controlling, or under common control with, such first Person, but only for so long as such control shall continue . For purposes ofthis definition, ( including, with correlative meanings,, and ) means, with respect to a Person, possession, direct or indirect, of(a ) the power to direct or cause direction ofthe management and policies ofsuch Person ( whether through ownership of securities or partnership or other ownership interests, by contract or otherwise ), or ( b ) at least fifty percent ( 50 % ) ofthe voting securities ( whether directly or pursuant to any option, warrant, or other similar arrangement ) or other comparable equity interests . The Parties acknowledge that, in the case ofcertain entities organized under the Laws ofcertain countries, the maximum percentage ownership permincd by Law for a foreign investor may be less than fifty percent CO ~ FIDE:-.JTIAL ( 50 % ), and in such case such lower percentage shall be substituted in the preceding sentence ; provided, that such foreign investor has the power to direct the management and policies ofsuch entity . Notwithstanding the foregoing, any portfolio company ofany stockholder ofsuch Person ( which stockholder is a venture capital fund or private equity fund ) shall not be deemed to be such Person