definiens: shall mean that the JEC is unable to reach agreement, by unanimous MemberVote ( as defined in the Operating Agreement ) or unanimous written consent of the members of the JEC, on the levelof aggregate expenditure in any annual or ( in the case of clause ( y ) of Section 2.2(vi ) ) interim update to anyCommercialization Budget covering all or any portion of the period from the Effective Date through the end of theInitial Launch Period for such country or all or any portion of the Subsequent Launch Period for such country, and(y ) a shall mean that the JEC is unable to reach agreement, by unanimousMember Vote or unanimous written consent of the members of the JEC, on the [ * ] to be conducted in any annual or(in the case of clause ( y ) of Section 2.2(vi ) ) interim update to a Commercialization Plan covering all or any portion ofthe Initial Launch Period or the Subsequent Launch Period for such country