definiens: means, with respect to any party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is un der common control with such party, but for only so long as such control exists . As used in this Section 1.1 ( A ffiliate ), means ( a ) to possess, directly or indirectly, the power to direct the management or policies of a n entity, whether through ownership of voting secur ities, by contract relating to voting rights or corporate gov ernance, or otherwise ; or ( b ) direct or indirect be neficial ownership of more than fifty percent ( 50 % ) ( or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular juri sdiction ) of the voting share capital or other equi ty interest in such entity . Notwithstanding the foregoing, Exclude d Affiliates will not be deemed Affiliates of Roiva nt for any purpose under this Agreement