definiens: means, with respect to either Party, any business entity controlling, controlled by, or under common control with such Party . For the purpose of this definition only, means ( i ) the posse ssion, directly or indirectly, of the power to direct the management or policies of a business entity, whethe r through the ownership of voting securities, by contract or othe rwise, or ( ii ) the ownership, directly or indirectl y, of at least fifty percent ( 50 % ) of the voting securities or oth er ownership interest of a business entity . Notwith standing the above, in no event shall Sutro ( or any entity that would be an Affiliate of [COMPANY] solely because it is an Affiliate of Sutro ) be deemed an Affiliate of Sutro Vax, or [COMPANY] ( or any entity that would be an Af filiate of Sutro solely because it is an Affiliate of [COMPANY] ) an Affiliate of Sutro