definiens: shall mean ( a ) an entity which owns, directly or indirectly, a controlling interest in a Party, by stock ownership or otherwise, ( b ) any entity which a Party owns a controlling interest, by stock ownership or otherwise ; or ( c ) any entity, under direct or indirect common control of a Party . For purposes of this paragraph, Ucontrolling interest mean ownership of greater than fifty percent ( > 500/0 ) of the voting stock permitted to vote for the election of the board of directors or any other arrangement resulting in control or the right to control the management and the affairs of the Party . For purposes of this Agreement, Genentech, Inc., 1 DNA Way, South San Francisco, California, and Chugai Pharmaceutical Company, Ltd., 1 - 9 Kyobashi 2 - chome, Chuo - ku, Tokyo, 104 - 8301, Japan, shall not be deemed an Affiliate of [COMPANY]