definiens: means ( a ) a business entity which owns, directly or indirectly, at least fifty percent ( 50 % ) of the voting shares or other means of control of a Party ; or ( b ) a business entity in which at least fifty percent ( 50 % ) of the voting shares or other means of control are owned by a Party, either directly or indirectly ; or ( c ) a business entity, the majority ownership of which is directly or indirectly common to the majority ownership of a Party . Anything to the contrary in this paragraph notwithstanding, [ Genentech, Inc. ], a Delaware corporation, and [ Chugai Pharmaceutical Company Ltd. ], a Japanese corporation, each shall not be deemed an Affiliate of [COMPANY] unless [COMPANY] provides written notice to Memory of its desire to include [ Genentech, Inc. ] and/or [ Chugai Pharmaceutical Company Ltd. ] as an Affiliate of [COMPANY] . 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 Affiliate