definiens: means, with respect to a Party, any Person that, as of the Effective Date, is directly or indirectly controlling, controlled by, or under common control with, such Party . For purposes of this Agreement, means the direct or indirect ability to con trol or direct the management and operations of the subject Party, whether through ownership, contract or otherwise . Control will be presumed where a Person has ownership, direct or indirect, of 50 % or more of the outstanding voting shares, securities, equ ity interest or other ownership of the Party . Notwithstanding anything to the contrary herein, the following Persons are not, and can not be considered, Affiliates of [COMPANY] or Grifols for the purposes of this Agreement so long as any patent infringement l itigation or royalty obligation concerning the Licensed Enzo Patents remains pending between Enzo and that Person ( or any Affiliate of that Person ): Abbott Laboratories ; Abbott Molecular, Inc. ; Becton, Dickinson and Company ; Becton, Dickinson 2 Diagnost ics, Inc. ; Geneohm Sciences, Inc. ( now part of Becton Dickinson ) ; Roche Molecular Systems, Inc. ( part of Hoffmann -La Roche AG ) ; Roche Diagnostics Corporation ( part of Hoffmann -La Roche AG ) ; Roche Diagnostics Operations Inc. ( part of Hoffmann -La Roche AG ) ; Roche Nimblegen, Inc. ( part of Hoffmann -La Roche AG ) ; or their respective Affiliates