definiens: means, with respect to any Person, any other Person directly or indirectly controlling, controlled by orunder common control with such Person ; provided, that ( i ) none of the Company or any of its Subsidiaries shall beconsidered an Affiliate of Parent or any of its Subsidiaries ( other than the Company and its Subsidiaries ) for purposesof this Agreement, and none of Parent or any of its Subsidiaries ( other than the Company and its Subsidiaries ) shallbe considered to be an Affiliate of the Company or any of its Subsidiaries, and ( ii ) neither Chugai Pharmaceutical Co.,Ltd . nor any of its Subsidiaries shall be considered an Affiliate of Parent or any of its Subsidiaries for purposes of thisAgreement ( unless Parent elects, in a written notice delivered to the Company, to have any such Person consideredan Affiliate of Parent ; provided that Parent may not make such election for purposes of Section 12.06(b ) hereof )