definiens: shall mean any individual or entity directly or indirectly controlling or controlled by or under commoncontrol with a Party to this Agreement . For purposes of this Agreement, the direct or indirect ownership of over fiftypercent ( 50 % ) of the outstanding voting securities of an entity, or the right to receive over fifty percent ( 50 % ) of theprofits or earnings of an entity shall be deemed to constitute control ( or, in either case, such lesser percentage whichis the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ) . Such other relationship as infact gives such individual or entity the power or ability to control the management, business and affairs of an entityshall also be deemed to constitute control . Notwithstanding the foregoing, [COMPANY] Pasteur, SA and its subsidiaries(including, without limitation, [COMPANY] Pasteur, France, and [COMPANY] Pasteur, Inc. ) are not Affiliates of [COMPANY] for thepurposes of this Agreement and are not effected by its terms