definiens: means the United States, Canada and Mexico, means all countries in the European Economic Area and Switzerland, and means the countries listed on Schedule3.14(b)(3 ) . [COMPANY] expressly acknowledges and agrees that a Cessation of Development and Commerc ialization of Licensed Products ( for non - diagnostic uses ) in the Field ( i ) shall in no event be considered a material breach by [COMPANY] of this Agreement, ( ii ) Section 10.5 of this Agreemen t shall not apply, and ( iii ) shall in no event entitle [COMPANY] to seek damages from [COMPANY] based on such Cessation ( provided, for clarity, that the foregoing shall not be construed to release [COMPANY] from other liabilities, if any, accrued prior to such Cessation, or arising from a breach by [COMPANY] of the provisions of Article 10 or Schedule 10.8, or with respect to future payment and other obligations pursuant to this Agreement in the event this Agreement is not terminated in its entirety )