definiens: shall mean any disputed matter ( a ) that relates to or arises out of the validity, interpretation or construction of, or the compliance with or breach of, this Agreement or any Co - Promotion Agreement;(b ) that came before the JEC pursuant to Section 2.2(h ) ( provided that any dispute relating to the Approved MarketingMaterials may be submitted to arbitration only with respect to the issue of whether specific proposed updates areRequired Updates ) ; ( c ) as to whether, for purposes of Section 2.6(e ), a proposal by one Party ’s member(s ) to reverseor modify a decision of the JEC or such Operating Committee with respect to a matter previously presented to it fordecision is based on new information or changed circumstances relevant to the applicable JEC or OperatingCommittee decision ; or ( d ) that is designated as an Arbitration Matter hereunder or under any Co - PromotionAgreement ; provided that, in each case ( ( a ) through ( d ) ), such disputed matter has been considered, but not resolved, by the Executives pursuant to Section 2.6 . Notwithstanding the foregoing, ( i ) no disputed matter relating to or arisingout of the interpretation or construction of the Pricing Rules or the Discount Rules shall constitute an ArbitrationMatter, and ( ii ) a disputed matter relating to or arising out of compliance with or breach of a Party ’s obligations withrespect to providing pricing information to the EU Pricing Discount Committee or to the other Party pursuant to thePricing Rules shall not constitute an Arbitration Matter unless and until it has been finally determined pursuant toSection 4.1(e ) that such Party provided inaccurate pricing information to the EU Pricing Discount Committee, in whichcase such matter shall constitute an Arbitration Matter solely for the limited purposes of ( A ) determining whether theapplicable breach or lack of compliance arose from the gross negligence or intentional misconduct of such Party and(B ) determining appropriate remedies, if any