definiens: shall mean any corporation or non - corporate business entity which controls, is controlled by, or is under common control with a Party to this Agreement . A corporation or non - corporate business entity shall be regarded as in control of another corporation if it owns or directly or indirectly controls at least fifty percent ( 50 % ) of the voting stock of the other corporation or such lesser maximum percentage permitted in those jurisdictions where majority ownership by foreign entities is prohibited, or ( a ) in the absence of the ownership of at least fifty percent ( 50 % ) of the voting stock of a corporation, or ( b ) in the case of a non - corporate business entity, if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or non - corporate business entity, as applicable, whether through the ownership or control of voting securities, by contract or otherwise . Anything to the contrary in this paragraph notwithstanding, Genentech, Inc., a Delaware corporation ( ), and Chugai Pharmaceutical Co., Ltd., a Japanese corporation ( ), ( each, a ), shall not be deemed an Affiliate of [COMPANY] unless [COMPANY] provides written notice to [COMPANY] of its desire to include a particular [COMPANY] Entity as an Affiliate of [COMPANY] . Notwithstanding such written notice, if any [COMPANY] Entity does not agree to be bound by the terms and conditions of this Agreement, then such [COMPANY] Entity shall have none of the rights and obligations of an Affiliate of [COMPANY] under this Agreement . Notwithstanding the preceding provisions, once an entity ceases to be an Affiliate, then such entity shall, without any further action, cease to have any rights, including license and sublicense rights, under this Agreement that it has by reason of being an Afflliate 1.7 shall have the meaning given such term in the preamble to this document