definiens: shall mean any Person who directly or indirectly controls or is controlled by or is under common control with a Party . For purposes of this definition, or means ownership directly or through one or more Affiliates, of fifty percent ( 50 % ) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent ( 50 % ) or more of the equity interest in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby a Party controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity . The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lower maximum percentage shall be substituted in the preceding sentence ; provided that such foreign investor has the power to direct the management and policies of such entity . In the case of [COMPANY], shall specifically exclude the [COMPANY] Institutes for Tropical Diseases, Idenix Pharmaceuticals Inc. and any Person that becomes an Affiliate of [COMPANY] after the Effective Date for all purposes under this Agreement ; provided that, for the purposes of determining Net Sales only, such excluded parties shall be deemed to be Affiliates unless they are the end users of the Drug Product