definiens: shall mean beneficial ownership ( direct or indirect ) of at least fifty percent ( 50 % ) of the shares of the subject entity entitled to vote in the election of directors ( or, in the case of an entity that is not a corporatiOll, in the e'eetion of the corresponding managing authority ) . Notwithstanding the foregoing, for purposes of the rights granted by EVP to [COMPANY] and its Affiliates in Anicles IV and VI, no entity that is beneficially owned, directly or indirectly, by a Non·NO Partner shall be deemed an Affiliate of [COMPANY] hereunder, unless such Non - NO Partner does not control such entity, is purely a financial investor in such entity, and does not have any right, contractually or otherwise, to participate in the management of its business or affairs, or the development or commercialization of any of its intellectual propeny, products or services