definiens: shall mean any entity which controls, is controlled by or is under common control with a party hereto . An entity shall be regarded as in control of another entity for purposes of this definition ifit owns or controls more than fifty percent ( 50 % ) of the shares 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 authority ) . A shall mean an entity that is controlled ( as defined above ) by a party to this Agreement . Notwithstanding the foregoing, Ciba and its Affiliates shall not be deemed Affiliates of [COMPANY] and its Affiliates for the purposes of this Agreement unless and until such time as Ciba is authorized to control the management and affairs of [COMPANY] pursuant to that certain Governance Agreement between Ciba and [COMPANY] dated as of November 20, 1994 as amended or otherwise modified from time to time