definiens: means in the case of each of Company and Parent and for allperiods, such actions taken in the ordinary course of its normal operations and consistent with itspast practices ; provided, however, that the Ordinary Course of Business for Parent shall alsoinclude actions consistent with the Parent Operating Plan and activities in connection withpotentially ( i ) in - licensing, investing in or acquiring new Intellectual Property, product candidates, development programs or other assets, ( ii ) restructuring the Parent ’s operations in accordancewith good commercial practice as determined in Parent ’s sole discretion or ( iii ) modifying orterminating the development of any Parent Development Product or any products related theretobased upon Parent ’s assessment, in its sole discretion, due to scientific, technical regulatory orcommercial reasons, including, without limitation, ( A ) safety or efficacy concerns, ( B ) concernsrelating to the present or future marketability of any Parent Development Product ; or ( C ) existingand anticipated competition that renders the development or commercialization of anyDevelopment Product no longer commercially practicable