definiens: Affiliate " means an entity that directly, or indirectly through one or moreintermediaries, controls or is controlled by or is under common control with, a specifiedentity . For the purposes of this defin ~ ion, ( including w ~ h correlative meanings, theterms, and ), as applied to anyentity, means : ( a ) the possession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of that entity, whether through the ownership ofvoting securities or by contract or otherwise ; or ( b ) the ownership of at least fifty percent(50 % ) of the voting securities of that entity . Notwithstanding anything to the contrarycontained herein, shall not include, in the case of CHIRON ; Novartis AG or anyAffiliate of Novartis AG, unless Novartis shall have acquired direct control of a majority ofthe Board of Directors of CHIRON . Notwithstanding anything to the contrary containedherein, shall not include, in the case of ROCHE, Genentech Inc. or any Affiliate ofGenentech Inc., nor Chugai Pharmaceutical Co., Ltd. or any Affiliate of ChugaiPharmaceutical Co., Ltd.