definiens: shall mean the period from and after the date of this Agreement until the earlier of(i ) the fifth ( 5th ) anniversary of the earlier of ( a ) the expiration of the Term and ( b ) the termination of the CollaborationAgreement and ( ii ) the date on which ( x ) the beneficial ownership of the Investor and its Affiliates no longer representsat least 5 % of the Shares of Then Outstanding Common Stock and ( y ) Investor delivers a written notice to theCompany electing to terminate Section 3.1 ( provided, however, that if the Investor and its Affiliates acquire beneficialownership representing at least 5 % of the Shares of Then Outstanding Common Stock at any time within one yearafter the beneficial ownership of the Investor and its Affiliates ceasing to represent at least 5 % of the Shares of ThenOutstanding Common Stock, the Standstill Term shall be automatically reinstated )