definiens: shall mean, with respect to any Person, another Person which controls, is controlle d by, or is under common control with such first Person . For purposes of this definition, a Person shall be deemed to another Person if such first Person posse sses, directly or indirectly, the power to direct o r cause the direction of the management and policies of such Pe rson, whether through the ownership of voting secur ities, by contract, or otherwise . Without limiting the genera lity of the foregoing, a Person shall be deemed to another Person if any of the following conditions i s met : ( a ) in the case of corporate entities, direc t or indirect ownership of at least fifty percent ( 50 % ) of the st ock or shares having the right to vote for the elec tion of directors, and ( b ) in the case of non - corporate ent ities, direct or indirect ownership of at least fif ty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporate enti ties . The Parties acknowledge that in the case of certain ent ities 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 les s than fifty percent ( 50 % ), and that in such case such low er percentage shall be substituted in the preceding sentence ; provided, that such foreign investor has the power to direct the management and policies of such entit y. For purposes of this Agreement, in no event shall Sanof i or any of [COMPANY] ’s Affiliates be deemed Affiliate s of Regeneron or any of Regeneron ’s Affiliates nor shal l Regeneron or any of Regeneron ’s Affiliates be dee med Affiliates of [COMPANY] or any of [COMPANY] ’s Affiliates