definiens: means the period commencing [ * * ] after the Closin g Date and continuing until the earliest of ( i ) execution of the Technology and Process Tran sfer Memorandum, ( ii ) Deemed Completion or ( iii ) termination of this Agreement ; provided howev er that, with respect to the SARS - CoV-2 Licensed Fi eld, the Escrow Period shall mean the period commencing on t he Second Closing and continuing until the earliest of ( i ) execution of the SARS - CoV-2 Technology and Proc ess Transfer Memorandum, ( ii ) manufacture and relea se of a [ * * ] batch of formulated drug substance for a Product in the Licensed Field of SARS - CoV-2 by Sano fi or a subcontractor of [COMPANY], ( iii ) termination of this Agreement or ( iv ) termination of [COMPANY] ’s license w ith respect to the SARS - CoV-2 Licensed Field . ” 13 . ARTICLE 4 MANUFACTURING of the Agreement, as am ended by the First Amendment, is hereby amended by adding a new Section 4.10 ( Technology Tr ansfer : SARS - CoV-2 ) as follows : “ 4.10.1