TDK shall be entitled at all times to set off, against any amount payable at any time by TDK in connection with this Agreement, any amount owing at any time from Seller to TDK or any of the companies, which, directly or indirectly, are owned by TDK, own TDK or are under common control (hereinafter collectively called “Related Company”). For the purpose of this Agreement, “own” and “control” mean owning at least fifty percent (50%) of the outstanding shares.