definiens: means any corporation or other business entity that controls, is controlled by, or is under common control with a Party . A corporation or other entity shall be regarded as in control of another corporation or entity if it owns or directly or indirectly controls at least fifty percent ( 50 % ) of the outstanding shares or other voting rights of the other corporation or entity having the right to elect directors ( other than Genentech, Inc. and Chugai Pharmaceutical Company Ltd, neither of which shall be a [COMPANY] Affiliate nor be entitled to the rights of a [COMPANY] Affiliate under this Agreement unless [COMPANY] in its sole discretion opts for one or both of them to be a [COMPANY] Affiliate, and Codexis, Inc., which shall not be a [COMPANY] Affiliate or entitled to the rights of a [COMPANY] Affiliate under this Agreement ) or such lesser percentage that is the maximum permitted to be owned by a foreign entity in those jurisdictions where majority ownership by foreign entities is prohibited, or ( a ) in the absence of the ownership of at least fifty percent ( 50 % ) of the outstanding shares or other voting rights of a corporation, or ( b ) in the case of a non - corporate business entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or non­corporate business entity, as applicable, whether through the ownership or control of voting securities, by contract or otherwise