definiens: shall mean the Corporate Vice President, Critical Care of Edwards ( or an executive officer ofEdwards designated by such Corporate Vice President ) and the Chief Executive Officer of [COMPANY] ( or an executiveofficer of [COMPANY] designated by such Chief Executive Officer ) 1.35 shall mean the period commencing at the end of the Initial Improvement Termand continuing until the date that [COMPANY] ceases to develop the Gen 1 Product and the Gen 2 Product hereunderand to manufacture for Edwards Gen 1 Product Hardware, Sensor Disposables and/or Accessories, including but notlimited to upon ( a ) the exercise by Edwards of its Development Option, ( b ) the exercise by Edwards of its Option toManufacture at a time [COMPANY] has no further obligations to develop Gen 1 Product and the Gen 2 Producthereunder, ( c ) the occurrence of a Material Development Failure, ( d ) the date [COMPANY] completes its tasks under theGen 1 Product Development Plan and the Gen 2 Product Development Plan and the date [COMPANY] ceases themanufacture of all of the Gen 1 Product Hardware, the Sensor Disposables and the Accessories hereunder or underthe Supply Agreement, or ( e ) the termination or expiration of this Agreement