definiens: means, with respect to a Party, any Person that controls, is controlled by, or is under common control with such Party . For purposes of this Sectio n 1.2, shall refer to ( i ) in the case of a Person that is a corporate entity, 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 of such Person and ( ii ) in the ca se of a Person that is not a corporate entity, the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwis e. For the avoidance of doubt, Affiliates of Licensee shall exclude ( i ) any investor in Cullinan Oncology, LLC, Cullinan Management, Inc. and Persons controlled by or under common control of Cullinan Oncology, LLC or Cullinan Management, Inc. ( other than L icensee and any Person that is controlled by Licensee ), and ( ii ) any Person that is controlled by Otsuka Holdings Co. Ltd., having offices at 2 - 9 Kanda -Tsukasamachi, Chiyoda -ku, Tokyo 101 -0048 Japan ( other than Licensor and any Person that is controlled b y Licensor )