definiens: means, with respect to a party, any person or entity that directly or indirectly controls, is controlled by, or is under common control with such party, where means ownership of fifty percent ( 50 % ) or more of the outstanding voting securities of the entity in question ( or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ) o r the power to otherwise control the voting or affa irs of such entity . means any third party to whom Juno has granted a sublicense . ” 5 . Miscellaneous . This Amendment No . 2 may be execu ted in two or more counterparts, each of which will be deemed an original and all of which togethe r will constitute the same agreement, whether or no t all parties execute each counterpart . This Amendment No . 2 will be effective upon full execution by facsim ile or original, and a facsimile signature will be as effe ctive as an original signature . This Amendment No . 2 may not be altered, amended or modified in any way except b y a writing ( excluding email or similar electronic transmissions ) signed by the authorized representat ives of both parties . The Original Agreement and th is Amendment No . 2 will be governed by, interpreted an d enforced in accordance with the laws of the State of Washington, without regard to conflicts of laws