definiens: shall mean, with respect to any Person, another Person which controls, is controlled by, o r is under common control with such Person . A Person sha ll be deemed to control another Person if such Pers on possesses, directly or indirectly, the power to dir ect or cause the direction of the management and po licies of such Person, whether through the ownership of votin g securities, by contract, or otherwise . Without li miting the generality of the foregoing, a Person shall be deem ed to control another Person if any of the followin g conditions is met : ( a ) in the case of corporate entities, dire ct or indirect ownership of at least fifty percent ( 50 % ) of the stock or shares having the right to vote for the election of directors, and ( b ) in the case of non - corporate entities, direct or indirect ownership of at least fifty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporate entit ies . The Parties acknowledge that in the case of ce rtain entities organized under the laws of certain countr ies outside of the United States, the maximum perce ntage ownership permitted by law for a foreign investor m ay be less than fifty percent ( 50 % ), and that in su ch case such lower percentage shall be substituted in the p receding sentence, provided that such foreign inves tor has the power to direct the management and policies of such entity . For purposes of this Agreement, in no even t shall [COMPANY] or any of its Affiliates be deemed Affiliate s of Regeneron or any of its Affiliates nor shall R egeneron or any of its Affiliates be deemed Affiliates of Sanof i or any of its Affiliates . For purposes of this Ag reement, neither [COMPANY] Pasteur nor Merial Limited, nor any of their respective subsidiaries or joint ventures, shall be deemed to be Affiliates of [COMPANY] or any of its Aff iliates