definiens: shall mean, with resp ect to any Person, another Person which controls, is controlled by, or is under common control with such Person . A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract, or otherwise . Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if any of the followin g conditions is met : ( a ) in the case of corporate entities, direct or indirect ownership of more than fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors, and ( b ) in the case of non - corporate entities, direct o r indirect ownership of more than fifty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such non -corporate entities . The Parties acknowledge that in the case of certain entities organized under the laws of certa in countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lower percentage shall be substituted in the preceding sentence, provided t hat such foreign investor has the power to direct the management and policies of such entity . For purposes of this Agreement, in no event shall Adicet or any of its Affiliates be deemed an Affiliate of [COMPANY], or any of its Affiliates nor shall Regenero n or any of its Affiliates be deemed an Affiliate of Adicet or any of its Affiliates