definiens: means ( a ) the two - year anniversary of a Non - Breach Termination if [COMPANY] hasinvested the full Aggregate Investment Amount as of the date of the Non - Breach Termination and, provided, that a Non - Breach Termination Date shall not be deemed to occur pursuant to this clause ( a ) if, prior to suchtwo - year anniversary, [COMPANY] and [COMPANY] shall have entered into a binding development, collaboration, research or marketing or other commercialization agreement ( in which event, the Non - Breach TerminationDate shall be as provided in such binding agreement ) or ( b ) the five - year anniversary of a Non - BreachTermination if [COMPANY] has complied with its funding obligations under Sections 2.5 and 2.6 through the date ofthe Non - Breach Termination and continues to comply with its funding obligations following such Non - BreachTermination pursuant to the terms of Section 2 ( and upon any failure by [COMPANY] to so comply, the Non - BreachTermination Date shall be deemed to occur on the date of such non - compliance ) or ( c ) on or following a Non - Breach Termination if [COMPANY] has complied with its funding obligations under Sections 2.5 and 2.6 through thedate of the Non - Breach Termination and [COMPANY] provides written notice to [COMPANY] deeming the Non - BreachTermination Date to have occurred