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 ) the Company shall not be considered an Affiliate of anySeller ; ( ii ) neither Chugai Pharmaceutical Co., Ltd ( at 1 - 1 Nihonbashi - Muromachi 2 - chome, Chuo - ku, Tokyo, 103 - 8324,Japan ) nor any of its subsidiaries shall be considered an Affiliate of any Seller, unless Sellers elect, in a written noticedelivered to Buyer, to have any such Person considered an Affiliate of Sellers ; and ( iii ) none of Roche Holding Ltd orany of its subsidiaries shall be considered an Affiliate of Buyer . For purposes of this definition, when usedwith respect to any Person means the power to direct the management and policies of such Person, directly orindirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms and have correlative meanings