definiens: means a person or entity that is not [COMPANY] or a [COMPANY] Affiliate . For purposes of this SettlementAgreement, means any corporation or other business entity controlled by, controlling, or under commoncontrol with another entity, with meaning direct or indirect beneficial ownership of more than fifty percent(50 % ) of the voting stock of such corporation, or more than a fifty percent ( 50 % ) interest in the decision - makingauthority of such other unincorporated business entity ; and a corporation in which the maximum amount of stockpermitted by law to be held by another entity is beneficially owned by such other entity . Notwithstanding the foregoing, for purposes of this Settlement Agreement, Roche Holdings, Inc. and its affiliates ( other than [COMPANY] and its subsidiaries)shall not be deemed Affiliates of [COMPANY] unless and until [COMPANY] opts to include Roche Holdings, Inc. or such an affiliate asan Affiliate of [COMPANY] by giving written notice to PDL