definiens: means an Antibody Product that ( a ) is first identified or discovered349 by XOMA in the CoUIreof the Collaboration, ( b ) ( i ) is Controlled by SPRJ, ( ii ) either is in SPRI 's or any350 of its Affiliates ' possession as of the Effective Date or is discovered or acquired by SPRI or any of its Af-351 filiates during the Program Term but outside the conduct of the Collaboration, and ( iii).is designated a352 Program Antibody by tbe Joint Steering Committee, or ( c ) the Parties agree to acquire from a Third Party,353 and, in the case of clauses ( a ), ( b ) and ( c ), selectively binds to and acts through a Collaboration Target;354 provided, however, that in no event shall an Antibody Product that is subject to one or more Pre - existing-9 - CG&R DRAFT : 5123/06 5:52 AM # 780369 v1 ( NQ2H01_.DOC)355 Obligations become a Program Antibody unless such designation is affirmatively agreed to by the Joint356 Steering Committee after disclosure of the nature of such Pre-ex.isting Obligation(s ) by the applicable357 Party, such agreement not to be unreasonably withheld or delayed