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|Confidential || ||EXECUTION VERSION|
product lifecycle, taking also into account the stage of development or product lifecycle of other products in such Partys portfolio candidates, issues of safety and efficacy, product profile, the proprietary position of the Compound and Product, cost of goods, the competitiveness of the marketplace, the regulatory structure involved, the likelihood of regulatory approval, the anticipated or actual profitability of the applicable product, and other technical, legal, scientific and medical considerations; provided, that in any event each Party shall use no less than those efforts it uses with respect to its other high priority assets. Without limiting the foregoing, Commercially Reasonable Efforts requires, with respect to such obligations, that the Party: (a) promptly assign responsibility for such obligation to specific employee(s) who are held accountable for progress and monitor such progress on an on-going basis, (b) set objectives for carrying out such obligations, and (c) allocate resources designed to advance progress with respect to such objectives.
1.33 Committee means the JSC, JDC, JMC, JCC, and/or JFC, as applicable.
1.34 Competitive Program has the meaning set forth in Section 14.1(b) (Non-Compete).
1.35 Compound means the small molecule referred to by MEI as ME-401, generic name zandelisib, having the structure set forth on Schedule 1.35 and [*CONFIDENTIAL*].
1.36 Conducting Party has the meaning set forth in Section 4.1(e)(ii) (Exception).
1.37 Confidential Information of a Party means all Know-How, unpublished patent applications and other information and data of a financial, commercial, business, operational, scientific, clinical, medical or technical nature of such Party that is disclosed or made available by or on behalf of such Party or any of its Affiliates to the other Party or any of its Affiliates, whether made available orally, in writing or in electronic or other form, under this Agreement, the JP Agreement, or the Prior CDA. The terms of this Agreement, the JP Agreement, and the Prior CDA are the Confidential Information of both Parties.
1.38 Control and Controlled by means, with respect to any Know-How, Invention, Patent, technology, copyright, trademark or other intellectual property right, the possession by a Party or its Affiliates (whether by ownership, license grant or other means) of the legal right to grant the right to access or use, or to grant a license or a sublicense to, such Know-How, Invention, Patent, technology, copyright, trademark or other intellectual property right as provided for herein without violating the proprietary rights of any Third Party or any terms of any agreement or other arrangement between such Party (or any of its Affiliates) and any Third Party.
1.39 Co-Promotion Agreement has the meaning set forth in Section 4.3 (Co-Promotion Agreement).
1.40 Cover, Covered or Covering means, with respect to a Patent, that, in the absence of a license granted to a Person under a Valid Claim included in such Patent, the Manufacture, Packaging, use, practice, distribution or sale of the subject matter of such Patent by such Person would infringe, or contribute to or induce the infringement of, such Valid Claim, or with respect to a Patent application, as if such Valid Claim was contained in an issued Patent.