definiens: shall mean, with respect to either Party : ( i ) an entity which owns, directly or indirectly, a controlling interest in such Party ; ( ii ) an entity in which such Party owns, either directly or indirectly, a controlling interest ; or ( iii ) an entity, in which a controlling ownership, directly or indirectly, is common to the controlling ownership in such Party, whereby shall mean more than 50 % ( or if the jurisdiction where such entity is domiciled prohibits majority foreign ownership of s uch entity, the maximum foreign ownership interest permitted under such laws, provided that such ownership actually allows control of such entity ) of the securities or other ownership interest representing the equity with the rights to vote in the designat ion of the governing bodies of such entity, or any other agreement or arrangement allowing the factual or legal control of the decisions of such entity or its governing bodies . Anything to the contrary in this paragraph notwithstanding ( i ) Chugai Pharmaceu tical Co., Ltd, 1 -9, Kyobashi 2 -chome, Chuo -ku, Tokyo, 104 -8301, Japan ( ) shall not be deemed an Affiliate of [COMPANY] unless [COMPANY] notifies [COMPANY] that [COMPANY] wishes for Chugai to be deemed an Affiliate of [COMPANY], and ( ii ) any shareholder of Clement ia that acquired its ownership in a financing transaction that did not involve any grant of rights to patents or technology of [COMPANY] shall not be deemed an Affiliate of [COMPANY]