definiens: means, with respect to a Business Program, to use Commercially Reasonable Effortsto segregate the development, manufacture and Commercialization activities relating to such Business Program fromdevelopment, manufacture and Commercialization activities with respect to any Products licensed under thisAgreement, including ensuring that : ( a ) personnel involved in performing the development, manufacture orCommercialization of such Business Program do have access to any material non - public plans or information relatingto the development, manufacture or Commercialization of any Products ; ( b ) personnel involved in materially performingthe development, manufacture or Commercialization of any Products in the Field under this Agreement have access tonon - public plans or information relating to the development, manufacture or Commercialization of such BusinessProgram ; provided, that, in either case of ( a ) or ( b ), management personnel may review and evaluate plans andinformation regarding the development, manufacture and Commercialization of such Business Program solely inconnection with portfolio decision - making among product opportunities ; and ( c ) no Product IP, General IP or Joint IP ispracticed or used in the development, manufacture or commercialization of the Business Program