definiens: , when used with reference to any Person, means any other Person controlling, controlled by, or under common control with, such Person ; provided, however, that, with respect to [COMPANY], the definition of AffiJiate shall exclude Elf Aquitaine and any Person not controlled by [COMPANY] that would be an Affiliate of [COMPANY] solely by reason of its being controlled by Elf Aquitaine . For the purposes of 4 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 veto any material decision relating to the management or policies of a Person, in each case whether through the . ownership of voting securities, by contract or otherwise, ( b ) the beneficial ownership, directly or indirectly, of securities ( excluding general partnership interests ) representing at least 40 % of the voting power of all outstariding voting securities of a Person or ( c ) the beneficial ownership of at least 50 % of the partnership interests of a general partnership . The Parties confll1D that each Co - Promotion Entity in Territory A shall be considered to be an Affiliate of SanofI