definiens: means an entity that, directly or indirectly, throu gh one or more intermediaries, controls, is controlled by or is under common control with a Par ty . For this purpose, means the ownership of fifty percent ( 50 % ) or more of the voting securities enti tled to elect the directors or management of the en tity, or the actual power to elect or direct the management of t he entity . Moreover, notwithstanding anything in th is Agreement to the contrary, any venture capital fund, private equity fund or other investor who is not primarily an operating biopharmaceutical, pharmaceutical, diagno stics, or medical device research and development a nd / or marketing company ( a ) shall not be considered an Affiliate of a Party, a nd any person or entity that directly or indirectly controls or i s controlled by a Non - affiliate Investor ( except fo r any entity directly or indirectly controlled by a Party, contr olling a Party, or under common control with a Part y, in each case other than through Non - affiliate Investor(s ) ) shall not be considered an Affiliate of a Party sol ely by reason of being controlled by the same Non - affiliate Inves tors