definiens: means, with respect to any Person, another Person which controls, is controlled by, or is under common controlwith such first Person . A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power todirect or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, bycontract, or otherwise . Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if any of thefollowing conditions is met : ( a ) in the case of corporate entities, direct or indirect ownership of more than fifty percent ( 50 % ) of the stock orshares having the right to vote for the election of directors, and ( b ) in the case of non - corporate entities, direct or indirect ownership of morethan fifty percent ( 50 % ) of the equity interest with the power to direct the management and policies of such non - corporate entities . The Partiesacknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximumpercentage ownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case such lowerpercentage shall be substituted in the preceding sentence ; provided that such foreign investor has the power to direct the management andpolicies of such entity . For purposes of this Agreement, in no event shall ( i ) Decibel or any of its Affiliates be deemed an Affiliate of Regeneronor any of its Affiliates, ( ii ) [COMPANY] or any of its Affiliates be deemed an Affiliate of Decibel or any of its Affiliates, or ( iii ) any venture capitalfund, private equity fund or other investor that is not itself, and is not controlled by an Affiliate that is, a Person that is primarily an operatingbiopharmaceutical, pharmaceutical, diagnostics or medical device research and development or marketing company ( a ) be deemed an Affiliate of either Party, and any Person that directly or indirectly controls or is controlled by a Non - Affiliate Investorshall not be deemed an Affiliate of a Party solely by reason of being controlled by the same Non - Affiliate Investor