definiens: means any formulation of a Lead Compound ( a ) that is Covered by a [COMPANY] Collaboration Patent and is not Covered by either a [COMPANY] Collaboration Patent or a Joint Collaboration Patent : and ( b ) that was first synthesized by [COMPANY] by -4-#146403 performing one or more physical chemical reaction(s ) . as evidenced by competent records of such physical chemical reaction(s ), on either ( i ) a [COMPANY] Supplied Compound : or ( m a Compound that . prior to the synthesis of such Compound . the Parties agree will be synthesized by [COMPANY] using knowledge of a [COMPANY] Supplied Compound . but without performing physical chemical reactions using such [COMPANY] Supplied Compound . and the designation of such Compound as a [COMPANY] Modified Product has been documented in a writing signed by both Parties . Any dispute regarding the designation of such Compound under ( m shall be resolved in accordance with Section 14.1 : provided . however . in the event the Parties ' respective executives