definiens: means any Research Candidate that meets all of the following criteria : such Research Candidate ( i ) isselected by the Research Parties together with Licensee, and provided by or on behalf of the Research Parties to Licensee, for further research anddevelopment by Licensee or its Related Parties for one or more Indications under the Development License pursuant to this Agreement ; ( b ) is beingactively researched and developed by Licensee or its Related Parties utilizing Commercially Reasonable Eﬀorts to obtain Marketing Approval for suchResearch Candidate in the applicable country in the Territory on a country - by - country basis pursuant to this Agreement ; and ( c ) has not yet received, butis pending, Marketing Approval in the applicable country in the Territory on a country - by - country basis . Notwithstanding anything otherwise to thecontrary herein, in the event that a Product Candidate fails, for any reason at any time, to be actively pursued, as a Product Candidate, for furtherresearch and development by Licensee or its Related Parties utilizing Commercially Reasonable Eﬀorts to obtain Marketing Approval thereof in theapplicable country in the Territory, or is rejected by an applicable Regulatory Authority for Marketing Approval, then such Product Candidate shall ceaseto be deemed a Product Candidate hereunder and all Intellectual Property Rights therein shall revert, or otherwise be timely transferred by Licensor at noadditional charge, to Licensor