definiens: in the Agreement and this SecondAmendment shall mean the Republic of India, the Russian Federation and the [COMPANY] CA‑170Territory;(b)references in the Agreement to the shall mean the [COMPANY] CA‑170Territory;(c)the Parties acknowledge that the [COMPANY] Territory License under Section 4.4 ofthe Agreement in the [COMPANY] CA‑170 Territory is royalty - bearing pursuant to the terms set forthin this Second Amendment;(d)the Parties ’ respective rights and obligations under Section 4.5(b ) of theAgreement shall not apply with respect to CA‑170 and CA‑170 Products;(e)references in the Agreement to shall not include Japan;(f)in addition to the [COMPANY] CA-170 NSCLC Study ( as defined below ), Aurigeneshall have the right to conduct an additional IND - enabling study or clinical trial in non - small celllung cancer regardless of whether [COMPANY] is pursuing or has obtained Regulatory Approval forCA‑170 or CA‑170 Products in non - small cell lung cancer in the same dosage form(s ) andformulation(s ) in the [COMPANY] Territory ; provided that [COMPANY] ’s obligations under Section 5.5 of theAgreement to provide [COMPANY] written notice and a copy of the protocol for such study at least [ * * ] prior to the scheduled initiation of such study and consider in good faith any comments receivedfrom [COMPANY] during such period shall continue to apply;(g)subject to the preceding paragraph 2(f ) and paragraph 4(a ) of this SecondAmendment, Section 5.5 of the Agreement shall continue to apply to [COMPANY] ’s conduct ofIND‑enabling studies and clinical trials of CA‑170 and CA‑170 Products;(h)Section 10.3(a)(ii ) of the Agreement shall apply, mutatis mutandis, with respectto any [COMPANY] Patent Rights in the [COMPANY] Territory that cover or claim inventions that arenecessary or useful for the development, manufacture or commercialization of CA‑170 or CA‑170Products;(i)notwithstanding Section 10.3(a)(ii ) of the Agreement, [COMPANY] shall have finaldecision - making authority with respect to prosecution and maintenance of [COMPANY] PatentRightsin the [COMPANY] CA‑170 Territory ; provided that in the event any such [COMPANY] Patent Rightscover or claim inventions that are necessary or useful for the development, manufacture orcommercialization of both CA‑170 or CA‑170 Products and other Program Compounds orProducts for the PD-1 / VISTA Licensed Program, then Section 10.3(a)(ii ) shall continue to apply;and(j)without limiting Section 4.7 of the Agreement, and except as permitted underSection 4.6(a)(i ) of the Agreement, so long as [COMPANY] is using Commercially ReasonableEfforts to develop, obtain Regulatory Approval for, and commercialize CA‑170 Product in theAurigene Territory, [COMPANY] agrees not to develop, seek Regulatory Approval for, or commercializeany Program Compounds or Products from the PD-1 / VISTA Licensed Program in the AurigeneTerritory