definiens: means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, as the case may be, for so long as such control exists . As used in this section, means : ( a ) to possess, directly or indirectly, the power to direct the management and policies of a Person, whether through ownership of voting securit ies or by contract relating to voting rights or corporate governance ; or ( b ) direct or indirect beneficial ownership of at least fifty percent ( 50 % ) ( or such lesser percentage that is the maximum allowed to be owned by a foreign Person in a particular juri sdiction and is sufficient to grant the holder of such voting stock or interest the power to direct the management and policies of such entity ) of the voting share capital in a Person . For purposes of this Agreement, neither [COMPANY] nor [COMPANY] shall be de emed an Affiliate of the other Party