definiens: means, with respect to any Person, any other Person which controls, is controlled by or is under common control with such Person . A Person shall be regarded as in control of another Person ifit owns or controls, directly or indirectly, ( i ) in the case of corporate entities at least fifty percent ( 50 % ) ( or the maximum ownership interest permitted by law ) of the equity securities in the subject entity entitled to vote in the election of directors and, ( ii ) in the case of an entity that is not a corporation, at least fifty percent ( 50 % ) ( or the maximum ownership interest permitted by law ) of the equity securities or other ownership interests with the power to direct the management and policies of such subject entity or entitled to elect the corresponding management authority, or such other relationship as, in fact, constitutes actual control . Anything to the contrary in this paragraph notwithstanding, Chugai Pharmaceutical Co., Ltd., a Japanese corporation ( ) shall not be deemed an Affiliate of Buyer unless Buyer provides written notice to Seller of its desire to include Chugai as an Affiliate of Buyer prior to the Closing Date