definiens: has the meaning assigned to it in the Recitals of the Asset Contribution Agreement.1.2 means any corporation or other business entity that controls, is controlled by, or is under commoncontrol with a Party, for so long as such control exists . A corporation or other entity shall be regarded as in control of anothercorporation or entity if it owns or directly or indirectly controls at least fifty percent ( 50 % ) of the outstanding shares or othervoting rights of the other corporation or entity having the right to elect directors or such lesser percentage that is themaximum permitted to be owned by a foreign entity in those jurisdictions where majority ownership by foreign entities isprohibited, or ( a ) in the absence of the ownership of at least fifty percent ( 50 % ) of the outstanding shares or other votingrights of a corporation, or ( b ) in the case of a non - corporate business entity, if it possesses, directly or indirectly, the power todirect or cause the direction of the management and policies of the corporation or non - corporate business entity, asapplicable, whether through the ownership or control of voting securities, by contract or otherwise . Notwithstanding theforegoing, for the purposes of the Transaction Agreements, ( i ) CPC shall not be an Affiliate of any Party and ( ii ) for theavoidance of doubt, none of GlaxoSmithKline plc, Conus Partners, Inc., R.A. Investment Group or Codexis, Inc., or any oftheir respective affiliates, or any of their successors or assigns, shall be an Affiliate of [COMPANY] as a result of their currentequity ownership in [COMPANY] or [COMPANY] ’s current equity ownership in them, as the case may be other than to the extent anysuch entity is otherwise an Affiliate of [COMPANY]