definiens: means any decision made in [COMPANY] ’s sole but reaso nable discretion with respect toclinical development or Commercialization of Licens ed Product in the Territory, including without limi tation, determination of, in the Territory, ( a ) the Indicat ion(s ) in the Cancer Field, and Additional Field if applicable, to bepursued for Licensed Product, ( b ) Clinical Developm ent Activities, ( c ) Regulatory Activities, ( d ) Mark eting Activities,(e ) trademarks to be used for Licensed Product, sub ject to Section 6.5 hereof, and ( f ) whether to deve lop one or moreLicensed Back - Up Compounds in place of or in additi on to ARQ 197 in accordance with Section 3.7 hereof or toinclude an Indication in the Additional Field in ac cordance with Section 3.8 hereof, except to the ext ent any decision, in [COMPANY] ’s sole but reasonable opinion, would have, or is having, a material adverse scientific, clin ical, medical, regulatory or commercial impact on obtaining regula tory approval for the manufacture, use or sale of L icensed Productoutside the Territory, or commercialization of Lice nsed Product outside of the Territory, in which eve nt such decisionwill be an [COMPANY] Decision