definiens: means Valid Claims within the [COMPANY] Licensed Patents, to the extent suchValid Claims consist of inventions made jointly by [COMPANY] and a Non - ND Partner solely in the courseof performing research activities under a Non - ND Partner Research Plan pursuant to a Non - ND PartnerAgreement . ” ( 9 ) Paragraph ( ii ) of Subsection 6.2.3(f ), shall be amended and restated in its entirety to read as follows : shall mean a [COMPANY] internal research anddevelopment program directed solely to the discovery and/or characterization of HDAC inhibitors havingtherapeutic utility outside the Field in particular disease areas ( but specifically excluding oncology ) andwith respect to which [COMPANY] is devoting internal resources or causing resources to be devoted butexcluding Non - ND Partners . ” th ( 10 ) The language in the eighth line of Subsection ( c ) of Section 6.3.1 shallbe amended to read, it being agreed thatMethylGene shall deliver to EVP, within ten ( 10 ) days, following the Amendment Effective Date, an updatedreport of the [COMPANY] Compound Registry