definiens: ( including and ) means owning fifty percent ( 50 % ) or more of the outstanding voting securities of an ent ity, or otherwise possessing, directly or indirectl y, the power to direct or cause the direction of the manag ement and policies of a n individual, association, or other entity, whether through the ownership of voting sec urities, by contract or otherwise . Notwithstanding the foregoing, for purposes of this Agreement, Genentec h, Inc., a Delaware corporation, 1 DNA Way, South San Francisco, California 94080 - 4990, U.S.A. and Ch ugai Pharmaceutical Co., Ltd, 1 - 9, Kyobashi 2 - chome, Chuo - ku, Tokyo, 104 - 8301, Japan, shall not b e considered Affiliates of RDO or RDR unless RDO or RDR opts for such inclusion of either of the for egoing entities by gi ving written notice to Supplier