definiens: of a Party means any Person that directly or indirectly is controlled by, controls or is under common control with a Party to this Agreement . For the purposes of this definition, the term ( including, w ith correlative meanings, the terms and ) as used with respect to a Person means ( a ) in the case of a corporate entity, direct or indirect ownership of voting securities entitled to cast more than fifty percent ( 5 0 % ) of the votes in the election of directors, ( b ) in the case of a non -corporate entity, direct or indirect ownership of more than fifty percent ( 50 % ) of the equity interests with the power to direct the management and policies of such entity, or ( c ) any other arrangement whereby a Person controls or has the right to control the board of directors or equivalent governing body or management of a corporation or other entity ; provided that, if local Laws restrict foreign ownership, control shall be establishe d by direct or indirect ownership of the maximum ownership percentage that may, under such local Laws, be owned by foreign interests . Notwithstanding the foregoing, Immunometabolism Development LLC ( ) shall not be an Affiliate of [COMPANY] for purposes of this Agreement