definiens: shall mean, with respect to Abandoned ResearchJLead Compounds that [COMPANY] has elected to develop and commercialize as provided in this Section 9.1, the specific chemical structure of the applicable Abandoned ResearchJLead Compound that is comprised of or based on an [COMPANY] Compound . [COMPANY] shall notify ( such notice, an ) [COMPANY] in advance of such Abandoned ResearchJLead Compounds that are based on or comprised of [COMPANY] Compounds that [COMPANY] proposes to develop and commercialize as provided in this Section 9.1 . [COMPANY] may not give an [COMPANY] Section 9 .1 ( e ) Compound Notice any time after thirty ( 30 ) days after the end of the ninety ( 90 ) day post - Research Term designation period for Research Compounds and Lead Compounds pursuant to Section 3.3(a ) . [COMPANY] may substitute [COMPANY] Compounds from time to time on notice to [COMPANY] by way of an additional [COMPANY] Section 9 . 1 ( e ) Compound Notice so long as the maximum number of Abandoned ResearchJLead Compounds that are based on or comprised of [COMPANY] Compounds from which [COMPANY] is developing or commercializing compounds or Products based thereon or comprised thereof at anyone time pursuant to this Section 9.1 does not exceed ten ( 0 ) ; provided, however, such right of substitution shall 44 expire thirty ( 30 ) days after the end of the Research Term . After any such substitution, [COMPANY] shall no longer have any rights under this Section 9.1 with respect to the [COMPANY] Compound for which the substitution was made . If [COMPANY] ( i ) is conducting an active research and development program with respect to any [COMPANY] Compound on the date of the [COMPANY] Section 9.1 ( e ) Compound Notice as to such [COMPANY] Compound and ( ii ) desires that [COMPANY] not develop and commercialize such [COMPANY] Compound pursuant to this Section 9.1, [COMPANY] shall so notify [COMPANY] within thirty ( 30 ) days after the date of the applicable [COMPANY] Section 9 . 1 ( e ) Compound Notice . For purposes of clause ( i ) of the immediately preceding sentence, [COMPANY] shall be deemed to be conducting an active research and development program with respect to an [COMPANY] Compound only if the following criteria have been satisfied : ( x ) the [COMPANY] Compound shall have been identified as interacting with a molecular target in any of [COMPANY] 's research, discovery or development programs and ( y ) [COMPANY] believes such compound should be considered for medicinal chemistry work . If [COMPANY] gives the requisite notice specified above in this subsection ( e ) and satisfies the requirements specified above in this subsection ( e ) as to conducting an active research and development program with respect to the particular [COMPANY] Compound, [COMPANY] shall not be permitted to develop and commercialize such [COMPANY] Compound pursuant to this Section 9 .1 . Any dispute with respect to the subject matter of the previous sentence shall be resolved by ADR pursuant to Section 17.7 of the Agreement