definiens: means individually, [COMPANY] or Roche, and collectively, [COMPANY] and Roche ; but notwithstanding theforegoing, unless expressly specified otherwise, for the purposes of this Agreement, on an ExclusiveTarget - by - Exclusive Target basis, Roche shall not be considered a with respect to such Exclusive Targetunless and until [COMPANY] provides written notice to [COMPANY] specifying Roche shall be included as a withrespect to such Exclusive Target under this Agreement ; provided that [COMPANY] shall remain responsible for Roche’scompliance with all applicable obligations with respect to such Exclusive Target under this Agreement . Upon receiptof such notice, Roche shall be deemed a with respect to the relevant Exclusive Target under thisAgreement for so long as Roche is an Affiliate of [COMPANY], and all rights and obligations of a Licensee with respectto such Exclusive Target shall apply to Roche as a with respect to such Exclusive Target as of the date ofreceipt by [COMPANY] of such notice with respect to such Exclusive Target and thereafter for so long as Roche is anAffiliate of [COMPANY] ; for clarity, no such rights and obligations of Roche with respect to such Exclusive Target shallapply before such date . Notwithstanding the foregoing, any instance pursuant to this Agreement where the consent orapproval of Licensee is required shall mean the consent or approval of [COMPANY]