definiens: shall mean any individual or entity directly or indirectly controlling or controlled by or under common control with a Party to this Agreement . For purposes of this definition, the term means ( i ) direct or indirect ownership of more than fifty percent ( 50 % ) of the voting interest in the entity in question, or more than fifty percent ( 50 % ) interest in the income of the entity in question ; provided, however, that if local law requires a minimum percentage of local ownership, control will be established by direct or indirect beneficial ownership of one hundred percent ( 100 % ) of the maximum ownership percentage that may, under such local law, be owned by foreign interests ; or ( ii ) possession, directly or indirectly, of the power to direct or cause the direction of management or policies of the entity in question ( whether through ownership of securities or other ownership interests, by contract or otherwise ) . Notwithstanding the foregoing, shall not include, in the case of Licensee, Novartis AG . or any Affiliate of Nov art is AG . ( other than Licensee and any of its direct or indirect subsidiaries ), so long as Novartis AG . is precluded from electing or has not exercised its rights to elect, a majority of the board of directors of Licensee, in accordance with the terms of the Governance Agreement dated as of November 20, 1994, among Ciba - Geigy Limited, Ciba - Geigy Corporation and Licensee