definiens: means a substantial abandonment of [COMPANY] ’s Development obligations hereunder asa whole resulting from either ( a ) [COMPANY] ’s willful failure to exercise Commercially Reasonable Efforts to perform suchDevelopment obligations, or ( b ) [COMPANY] ’s lack of the financial resources necessary to perform such Developmentobligations . For the avoidance of doubt, a discontinuation of Development of ALN - TTR02 and/or ALN - TTRsc that isconsistent with the exercise of Commercially Confidential - 7 -Reasonable Efforts shall not constitute a Fundamental Breach, and [COMPANY] ’s failure to Develop a Backup Compound orImprovement Product, or [COMPANY] ’s failure to conduct any Post - Approval Study, shall not constitute a FundamentalBreach . For clarity, the Parties agree that a breach of [COMPANY] ’s diligence obligations under Section 2.4.2 need not rise tothe level of a Fundamental Breach to be considered a material breach of the Agreement