definiens: shall mean such of the P hase I Countries, Phase II Countries and Phase III Countries in which all exis ting distribution agreements with third parties relating to the distribution of GEN - PROBE 's Products in such countries as have been designated by GEN - PROBE on E xhibit A have been terminated by mutual agreement of GEN - PROBE and such third par ties in such manner as to permit BIOMERIEUX to undertake its responsibilities hereunder, it being agreed that ( i ) no such country shall be deemed to be incl uded within the Territory unless and until all the designated distribution ag reements for said country have been so terminated, ( ii ) no country identified as a Phase II Country shall be deemed to be included in the Territory unless an d until all of the Phase I Countries have become part of the Territory ( except that the foregoing requirement may be waived by BIOMERIEUX in its sole discretion in respect of any of the Phase I Countries ( although any such waiver shall not affect GEN - PROBE 's obligation to effect such terminations ) ), and ( iii ) no country identified as a Phase III Country shall be deemed to be included in the Territory unless so designated by mutual written agreement of the parti es hereto