definiens: when used with reference to any Person, means any other Person controlling, controlled by, or under commoncontrol with, such Person ; provided, however, that, with respect to [COMPANY], the definition of Affiliate shall exclude L’Oréal, asociété anonyme organized and existing under the laws of the French Republic . For the purposes of this definition, shall refer to ( a ) the possession, directly or indirectly, of the power to direct the management or policies of a Person or to vetoany material decision relating to the management or policies of a Person, in each case whether through the ownership ofvoting securities, by contract or otherwise ; ( b ) the beneficial ownership, directly or indirectly, of securities ( excluding generalpartnership interests ) representing at least 50 % of the voting power of all outstanding voting securities of a Person ; or ( c ) thebeneficial ownership of at least 50 % of the partnership interests of a general partnership