definiens: when used with respect to any Person, means any corporation, entity or other organization, whether incorporated or unincorporated, of which ( A ) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation, entity or other organization is directly or indirectly owned or controlled by such Person ( through ownership of securities, by contract or otherwise ) or ( B ) such Person or any Subsidiary of such Person is a general partner of any general partnership or a manager of any limited liability company ; provided, however, that under no circumstances shall NeuColl, Inc., a corporation organized under the laws of the State of Delaware, be deemed to be a Subsidiary of Cohesion for purposes of this Agreement, other than for the purpose of Section 3.19 of this Agreement for periods prior to March 2000, for which periods and purpose NeuColl, Inc. shall be deemed to be a Subsidiary of Cohesion