definiens: means any person or entity directly or indirectly controlled by, controlling or under common control with a party . A person or entity is deemed to be in if it : ( a ) owns fifty per cent ( 50 % ) ( or such lesser percentage which is the maximum all owed to be owned by a foreign entity or investor in a particular jurisdiction ) or more of the outstanding voting stock or other ownership interest of the ot her entity, or ( b ) possesses the power to ( i ) elect, appoint, dire ct or remove fifty percent ( 50 % ) or more of the mem bers of the governing body of the entity or ( ii ) otherwise dire ct or cause the direction of the management or poli cies of the entity by contract, law or otherwise . Notwithstandi ng anything to the contrary in this Agreement, Were wolf and Harpoon shall not be deemed to be Affiliates of eac h other for purposes of this Agreement