definiens: means any person that, directly or indirectly ( through one or moreintermediaries ) controls, is controlled by, or is under common control with a Party . For purposesof this Section 1.18 ( ), means : ( a ) the direct or indirect ownership of ﬁftypercent ( 50 % ) or more of the voting stock or other voting interests or interest in the proﬁts ofthe Party ; or ( b ) the ability to otherwise control or direct the decisions of board of directors orequivalent governing body thereof . Notwithstanding the foregoing, none of the following entitiesshall be deemed to be Aﬃliates of [COMPANY] for the purposes of this Agreement, unless GNEprovides written notice to [COMPANY] of [COMPANY] ’s desire to include any such entity ( and/or anyof such entity ’s subsidiaries ) as Aﬃliate(s ) of [COMPANY] and as of the date of provision of suchwritten notice the entity ( and/or any of such entity ’s subsidiaries ) named in such notice shallthereafter be deemed an Affiliate(s ) of [COMPANY] : [ * * * ] .CONFIDENTIAL-4 - 1.19 means, with respect to a Collaboration Oﬀ-the - Shelf T - CellTherapy Directed To a Collaboration Target for which [COMPANY] timely exercised its Opt - In, the following costs and expenses paid or accrued [ * * * ] : 1.19.1[***];1.19.2[***];1.19.3[***];1.19.4[***];1.19.5 [ * * * ] ; and1.19.6 [ * * * ]