definiens: shall mean, with respect to a Person, any company or entity controlled by, controlling, or undercommon control with such Person, for as long as such control exists . As used in this definition and Section 13.4, shall mean : ( a ) possession, directly or indirectly, of the power to direct the management and policies of suchcompany or entity, whether through ownership of voting securities or by contract relating to voting rights or corporategovernance ; or ( b ) direct or indirect beneficial ownership of more than 50 % of the voting share capital in suchcompany or entity . Notwithstanding the foregoing, ( i ) the Affiliates of TAIHO shall exclude any Person that iscontrolled by Otsuka Holdings Co. Ltd., having offices at 2 - 9 Kanda - Tsukasamachi, Chiyoda - ku, Tokyo 101 - 0048Japan ( other than TAIHO and any Person that is controlled by TAIHO ) and ( ii ) the Affiliates of Arcus shall excludePACT Pharma, Inc. ( ) and any Person that is controlled by PACT