definiens: means, with respect to a Party, any corporation, firm, limited liability company, partnership or other legalentity that controls, is controlled by or is under common control with such Party, where means, for purposes of thisdefinition, ( a ) beneficial ownership of at least fifty percent ( 50 % ) of the voting securities of a corporation or other businessorganization with voting securities ( or such lesser percentage which is the maximum allowed by a foreign corporation in aparticular jurisdiction ) ; ( b ) a fifty percent ( 50 % ) or greater interest in the net assets or profits of a partnership or other businessorganization without voting securities ; or ( c ) the ability to direct the affairs of any such entity . For purposes of thisAgreement, notwithstanding anything to the contrary herein, neither Unigene nor any other shareholders of Tarsa shall bedeemed to be an Affiliate of Tarsa, other than a holder of all of the outstanding capital stock of Tarsa