definiens: means any Person directly or indirectly controlled by, controlling, or under common control with, a Party, but only for so long as such control shall continue . For purposes of this definition, ( including, with correlative meanings,, and '' under common control with " ) means, with respect to a Person, possession, direct or indirect, of ( a ) the power to direct or cause direction of the management and policies of such Person ( whether through ownership of securities or partnership or other ownership interests, by contract or otherwise ), or ( b ) at least fifty percent ( 50 % ) of the voting securities ( whether directly or pursuant to any option, warrant, or other similar arrangement ) or other comparable equity interests . Anything to the contrary in this paragraph notwithstanding, Genentech, Inc., a Delaware corporation ( ) and its subsidiaries, and Chugai Pharmaceutical Co., Ltd, a Japanese corporation ( ) and its subsidiaries ( each, Genentech, Chugai and their 1 CONFIDENTIAL EXECUTION COPY subsidiaries a ), shall not be deemed an Affiliate of ROCHE unless ROCHE provides written notice to SYNT A of its desire to include a particular ROCHE Entity as an Affiliate of ROCHE . ROCHE shall have the right to include such ROCHE Entity in whole or in part, i.e. on a legal entity - by - Iegal entity basis . Notwithstanding such written notice, if any ROCHE Entity does not agree to be bound by the terms and conditions of this Agreement, then such ROCHE Entity shall have none of the rights and obligations of an Affiliate of ROCHE under this Agreement . Notwithstanding the preceding provisions, once an entity ceases to be an Affiliate, then such entity shall, without any further action, cease to have any rights, including license and sublicense rights, under this Agreement that it has by reason of being an Affiliate but shall remain bound by the provisions of Article IX in accordance with its terms