definiens: shall mean any corporation or non - corporate busines s entity controlled by, controlling or under common control with, a party to this Agreement . For the purpose of this definition, shall me an the direct or indirect ownership or control of at least fifty percent ( 50 % ) of the voting stock of a corpo ration or a ) in the absence of ownership of at least fifty percent ( 50 % ) of the voting stock of that corporation, or b ) in the case of a non - corporate business entity, if it possesses, directly or indirectly, whether by virtue of an o wnership interest of any kind, by contract or otherwise, the power to direct or cause the direction of the mana gement and policies of the corporation or non - corporate busine ss entity or to elect or cause the election of a ma jority of the board of directors or other governing body of such corporation or non - corporate business entity . Notwi thstanding the foregoing, the owners of preferred stock ( or co mmon stock issued upon conversion thereof ) of Jazz Pharmaceuticals which are financial institutions, v enture capital funds and private equity investors ( other than a corporate venture fund which is an Affiliate of a p ublicly - traded pharmaceutical or biotechnology comp any ) shall not be its for purposes of this Agreement