definiens: means a Person that, directly or in directly, through one or more intermediates, contro ls, is controlled by, or is under common control with, the Person specified . For the purposes of this definit ion, shall mean the direct or indirect ownersh ip of ( i ) in the case of corporate entities, securi ties authorized to cast more than fifty percent ( 50 % ) of the votes in any election for directors, ( ii ) in the case of non - corporate entities, more than fifty percent ( 50 % ) ownership i nterest with the power to direct the management and policies of such non - corporate entity, or ( iii ) such lesser percentage as may be the maximum percentage allowed to be owned by a foreign corporation under Applicable Law ) of the equity having the power to vote in the ele ction of directors or to direct the management and policies of another entity . Notwithstanding the foregoing, t he term shall not include subsidiaries in which a Person or its Affiliates owns a majority of the ordinary voting power to elect a majority of the board of di rectors, but is restricted from electing such major ity by contract or otherwise, until such time as such rest riction is no longer in effect, provided, however, that the foregoing exception to the definition of the term shall not apply for purposes of the defi nition - 1 - of or otherwise reduce the amount of an y Royalties or other payments due under this Agreem ent