definiens: means ( i ) a claim of an issued and unexpired patent within the Licensed Patents which has not beenfound to be unpatentable, invalid or unenforceable by a court or other authority having jurisdiction, from which decision noappeal is taken or can be taken ; and ( ii ) a claim of a pending application within the Licensed Patents that has not been finallyabandoned or finally rejected and which has been pending for no more than seven ( 7 ) years . ( For clarity, a claim of theLicensed Patents that ceases to be a Valid Claim because it has been pending too long, but subsequently issues and isotherwise described by clause ( i ) of the foregoing sentence shall again be considered to be a Valid Claim once it issues . Thesame principle shall apply in similar circumstances such as if, for example ( but without limitation ), a final rejection of a claimis overcome.)ARTICLE 2OVERVIEW ; MANAGEMENT ; INFORMATION SHARING2.1 Overview . A first Licensed Product is in Phase I Trials sponsored by [COMPANY] as of the Effective Date . Beyond thisongoing trial, each Party will be researching, developing, manufacturing and commercializing Licensed Products andLicensed Product 12CONFIDENTIALEXECUTION COPY Biomarkers for its respective Territory . Each Party will have access to ( a ) all of the other Party ’s ( and such other Party’sAffiliates ’, Sublicensees ’ and Other Licensees ’ ) clinical data with respect to Licensed Compounds, Licensed Products andLicensed Product Biomarkers, and ( b ) all Clinical Regulatory Filings and Safety Data generated by such Party and itsAffiliates, Sublicensees and Other Licensees ( as applicable ), subject to and to the extent provided for in this Agreement, including under Sections 4.13 and 4.14 . Aveo will be responsible for Licensed Product and Licensed Product Biomarkerdevelopment for the Aveo Territory in accordance with the Aveo Annual Development Plans that it will share in advance withKirin, and which in turn must be consistent with the Aveo Overall Clinical Development Plan ( as it exists on signing and as itmay be updated pursuant to Section 2.4 ) . Aveo will be responsible for Licensed Product and Licensed Product Biomarkercommercialization for the Aveo Territory in accordance with the annual, high - level Commercial Plans that Aveo will sharewith [COMPANY] annually beginning in the year prior to launch . Aveo is expected to bring to bear in these activities both Aveo’sexpertise in clinical development of oncology drug candidates, and its platform Human Response Prediction ™ technology(which may enable it to identify Licensed Product Biomarkers that could aid in Licensed Product clinical testing ; the HumanResponse Prediction ™ technology is described on Aveo ’s website as of the Effective Date ) . [COMPANY] will have the sole right toconduct Licensed Product development for the [COMPANY] Territory, but, to be clear, has no diligence or other obligation to Aveo toconduct such activities . [COMPANY] will share information with Aveo regarding any such activities by sharing with Aveo the KirinAnnual Development Plan that is disclosed by [COMPANY] and discussed by the Development Committee annually . While they maychoose to work together on particular projects, the Parties will operate substantially independently in their activities for theirrespective Territories, but will communicate regularly through the Development Committee, as further described below