definiens: means any Person who directly or indirectly controls or is controlled by or is under common control withanother Person . For purposes of this definition, or shall mean ownership, directly or through oneor more Affiliates, of fifty percent ( 50 % ) or more of the shares of stock entitled to vote for the election of directors, inthe case of a corporation, or fifty percent ( 50 % ) or more of the equity interest in the case of any other type of legalentity, status as a general partner in any partnership, or any other arrangement whereby a Party controls or has theright to control the Board of Directors or equivalent governing body of a corporation or other entity, or the ability todirect the management or policies of a corporation or other entity . The Parties acknowledge that in the case of certainentities organized under the laws of certain countries outside of the United States, the maximum percentageownership permitted by law for a foreign investor may be less than fifty percent ( 50 % ), and that in such case suchlower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power todirect the management and policies of such entity . For purposes of this Agreement, [ * * ], shall not be deemed an of [COMPANY] ; provided, however, that if [COMPANY] were to assume day - to - day control of [ * * ], then [COMPANY] shall havethe right, at its sole option, to designate [ * * ] to be an Affiliate upon written notice to [COMPANY] . For purposes ofSections 11.1, 11.2, 15.7, 15.11 ( the second sentence only ), and 15.13, [COMPANY] ’s Affiliates shall not include [ * * ], anyAffiliates of [ * * ] ( other than [COMPANY] and Persons by [COMPANY] on the Effective Date ) or any Person thatbecomes an Affiliate of [COMPANY] as a result of a [ * * ]