definiens: means an entity that directly, or indirectly through one ormore intermediaries, controls or is controlled by or is under common control with, a specified entity . For the purposes of this definition, ( including withcorrelative meanings, the terms, · controlled byunder commoncontrol with " ), as applied to any entity, means : ( a ) the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of that entity, whether through the ownership of voting securities or bycontract or otherwise ; or ( b ) the ownership of at least frfty percent ( 50 % ) of thevoting securities of that entity . Notwithstanding anything to the contrarycontained herein, shall not include, in the case of CHIRON, NovartisAG or any Affiliate of Novartis AG, unless Novartis shall have acquired directcontrol of a majority of the Board of Directors of CHIRON . Notwithstandinganything to the contrary contained herein, shall not include, in the caseof ROCHE, Genentech Inc. or any Affiliate of Genentech Inc., nor LaboratoryCorporation of America Holdings or any Affiliate of Laboratory Corporation ofAmerica Holdings