definiens: Affiliate " with respect to Axys, shall mean any Person controlling, controlled by, or under common control with Axys . With respect to APPI, shall mean any Person controlled by Rhone - Poulenc Rorer Inc., a Pennsylvania corporation, or Aventis Pharma Holding GmbH or Ave ntis Pharma AG, both of which are German corporations . For purposes of this Section 1.2 only, shall refer to ( a ) the possession, directly or indirectly, of the power to direct the management and policies of a Person, wheth er through the ownership of voting securities, by contract or otherwise or ( b ) the ownership, directly or indirectly, of at least 50 % ( or, if less, the maximum ownership interest permitted by law ) of the voting securities or other ownership interest of a Person . " 6 . Article 11.2 of the Collaborative Research and License Agreement is hereby amended and restated to read in full as follows : Except as expressly provided herein, neither this Agreement nor any interest hereunder shall be assignable, nor any other obligation delegable, by a Party without the prior written consent of the other ; provided, however, that a Party may assign this Agreement to any Affiliate or to any succ essor in interest by way of merger or sale of all or substantially all of its assets in a manner such that the assignor shall remain liable and responsible for the performance and observance of all such Party 's duties and obligation s hereunder