definiens: of a Person shall mean any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person . For purposes of this definition only, and, with correlative meanings, the terms and shall mean ( a ) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance, or ( b ) the ownership, directly or indirectly, of more than fifty percent ( 50 % ) of the voting securities or other ownership interest of a Person ; provided, however, that if local law restricts foreign ownership, control shall be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests . For purposes of this Agreement and the Ancillary Agreements, Bristol - Myers Squibb & [COMPANY] Sciences, LLC shall constitute an Affiliate of [COMPANY] solely when and to the extent that [COMPANY] has voting control with respect to such entity