definiens: shall mean the Parties ' disagreement as to ( a ) which Epothilones are Collaboration Compounds under the License Agreement ; ( b ) whether the { ? ~mg1 Patents constitute SKI Patent Rights under the License Agreement ; ( c ) whether all Epothilone - related research in the IP,~~!~~er.$ .. ky ] laboratory or the [ C"o~ ] laboratory at Sloan - Kettering or in collaboration with either such laboratory during the Covered Period constituted part of the Research Program ; ( d ) whether any payments are due under Section 2.6 of the License Agreement in relation to the research described in clause ( c ) of this definition ; ( e ) whether [COMPANY] has breached the License Agreement by failure to make any such payments described in clause ( d ) ; ( f ) whether Sloan - Kettering has the right to terminate the License Agreement on the basis of any alleged default or breach thereof by [COMPANY] occurring prior to the Settlement Date ; and ( g ) any other aspect of either Party 's perfonnance or non - performance under the License Agreement prior to the Settlement Date