definiens: shall mean a physical sample of a Compound . To the extent Material has notalready been provided at the time of execution of this Agreement, such Material shall be promptly provided by [COMPANY] toMagen upon Magen ’s request . Magen shall use the Confidential Information and Material solely for the Research and todetermine if it desires to enter into further discussions with [COMPANY] regarding the applicable Compound(s ) or to otherwiseexercise the License Option as contemplated in Section 7 of this Agreement . The Research shall be conducted solely byMagen employees or consultants or collaborators under the supervision of a Magen employee ; provided that non - employeesshall be bound by the terms of this agreement as if they were an employee of Magen . Magen shall not, without [COMPANY] ’s priorapproval, modify, analyze, derivatize, nor attempt to determine the structureof the Material . [COMPANY] shall retain ownership of the Material at all times prior to execution of a definitive license agreementbetween the Parties