definiens: or means, with respect to Licensee, another corporation orother business entity that controls, is controlled by, or is in common control with Licensee ; where the term means ( with correlative meanings for the terms and ) that the applicable entity owns fifty percent ( 50 % ) or more of the voting shares of the subject entity, orotherwise has the ability to direct and manage the business affairs of such subject entity ( whether throughcontract or otherwise ) ; ( b ) is defined in Article 6.5 ; ( c ) is defined in Article 6.1(d ) ; ( d ) means a report in the form referred to in Article 12 ; ( e ) means any new compounds made or discovered by Licensee or itsSublicensee(s ) that are claimed or covered by the Patents in existence prior to the initial manufacture ordiscovery of such new compounds ; ( f ) means, with respect to the efforts to be expended by Licensee toaccomplish a particular objective in the research, development or commercialization of a Product orLicensee Owned Improvement Product, such efforts as are substantially equivalent to those efforts andresources commonly used by Licensee for a comparable product, acting reasonably promptly and taking intoaccount commercially relevant factors such as ( as applicable ) stage of development, product life, patentposition, market potential and regulatory issues . Commercially Reasonable Efforts shall be determined on amarket - by - market basis for any particular Product or Licensee Owned Improvement Product, and it isanticipated that the level of effort will be different for different markets, and will change over time, reflecting changes in the status of the Product or Licensee Owned Improvement Product and themarket(s ) involved ; ( g ) means all information, regardless of its form : ( i ) disclosed by UBC to the Licensee, whether before or after the Effective Date, and which isidentified in writing as, which may include without limitation information anddocuments related to the Patents, Improvement Patents, Technology or any Improvements(including all derived analyses and conclusions ) ; or ( ii ) comprising the terms and conditions of this Agreement ; or ( iii ) disclosed by the Licensee to UBC and which is identified in writing as, except that does not include information : ( iv ) possessed by the recipient ( the ) prior to receipt from the disclosing party ( the ), other than through prior disclosure by the Discloser, as evidenced by the Recipient’sbusiness records ; ( v ) published or available to the general public otherwise than through a breach of this Agreement ; ( vi ) obtained by the Recipient from a third party with a valid right to disclose it, provided that the thirdparty is not under a confidentiality obligation to the Discloser ; or ( vii ) independently developed by employees, agents or consultants of the Recipient who had noknowledge of or access to the Discloser ’s Confidential Information as evidenced by the Recipient’sbusiness records ; ( h ) ; means any use of : ( i ) the Patents, Improvement Patents, Technology, or any Improvements, or 3 ( ii ) any compositions, formulations, Products or Licensee Owned Improvement Products containing ordeveloped using the Patents, Improvement Patents, Technology or any Improvements, for the diagnosis in humans of the presence of disease, for the prediction of the risk of disease or diseaseoutcome, for the prediction of the response to therapy, or for guiding, developing and conducting a courseof therapy ; ( i ) is defined in Article 11.5 ; ( j ) means February 1, 2007, the date on which this Agreement is effective