definiens: means an entity that directly, or indirectly through one or moreintermediaries, controls or is controlled by or is under common control with, a specifiedentity . For the purposes of this definition, ' control, and · under common control withj, as applied toany entity, means : ( a ) the possession, directly or indirectly, of the power · to direct orcause the direction of the management and policies of that entity, whether through theownership of voting securities or by contract or otherwise ; or { b } the oWnership of atleast fifty percent ( 500/0 ) of the voting securities of that entity . Notwithstanding anythingto the contrary contained herein, shall not include, in the case of CHIRON, Novartis AG or any Affiliate of Novartis AG, unless Novartis shall have a ~ ired directcontrol of a majority of the Board of Directors of CHI RON . Notwithstanding anything tothe CQntrary contained herein, shall not include, in the case of ROCHE, Genentech Inc. or any Affiliate of Genentech Inc., nor Chugai Pharmaceutical Co., Ltd