definiens: shall mean either a corporation or other business entity, whether de jure or de facto, which, directly or indirectly, owns, is owned by, or is un der common ownership with, a Party hereto to the ex tent of at least fifty percent ( 50 % ) of the equity ( or such le sser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction ) having the power to vote on or direct the affairs of the entity and any person, firm partnership, corporation or ot her entity actually controlled by, controlling or u nder common control with a Party to this Agreement . For purpose s of clarity and avoidance of doubt, the Parties ac knowledge and agree that the existing joint ventures between Merck & Co., Inc. and Schering - Plough Corporation ( the corporate parent of Schering ) shall not be deemed t o be Affiliates of Schering for purposes of this Ag reement