definiens: shall mean the product candidate described in BB - IND13712, as filed on July 29, 2009 with the FDA, entitled “ Live, Attenuated Listeria monocytgones Bacteria ExpressingHuman Papilloma Virus Type 16 E7 Tumor Antigen Linked to Listeriolysin O Protein ( Lm - LLO - E7 ) ( Lovaxin - C ) ” . Forpurposes of this Agreement, the shall mean the clinical testing, promotion, marketing, andcommercialization of the Product by the Parties in the Territory . The Parties shall carry out their respectiveresponsibilities related to the Project as provided in one or more project plans agreed upon by both Parties in writing(each, a ) . The Project Plan shall be in such written format later agreed upon by the Parties and shallset forth the specific tasks to be performed by each Party, the timeline for performing the tasks, the estimated feesand expenses associated with the tasks, the payment schedule applicable to the tasks, format of deliverablesassociated with the tasks, and any other matters specified therein . Each Project Plan, which must be in writing andmake express reference to this Agreement, shall automatically be incorporated and made a substantive part of thisAgreement upon its execution by both Parties . In the case of a conflict between the terms of this Agreement and aProject Plan, the terms and conditions of this Agreement will control unless [COMPANY] and [COMPANY] expresslyacknowledge in the Project Plan their intent to modify the terms and conditions of this Agreement . In the event of aconflict between the terms of any Project Plans, the terms of the latter Project Plan will control . Both Parties shall useCommercially Reasonable Efforts to achieve the timelines agreed upon by the Parties in the Project Plans . As used inthis Agreement, means the carrying out of a Party ’s obligations under thisAgreement with a level of effort, care and resources consistent with the efforts, care and resources that the Party whobears the performance obligation or a comparable third party in the industry would employ