definiens: ) . For purposes of this Section 2.10, means that Sutro will not either directly, or to it s Knowledge indirectly, discover, research, Develop or Commercialize ADCs, including by granting any right or license, including granting any covenant not to sue, with respect to any of the Named Targets or Ac cepted Targets . In the case of a Change of Control of Sutro, or if Sutro or an Affiliate of Sutro acquire s any Third Party, business or assets, or any inter est therein ( a ), then the aforementioned restrictions shall not apply to any research, development or commercialization program that a portion of the surviving entity or Affiliate that was not Sutro ( prior to the Change of Control or Su tro Business Acquisition ) had ongoing as of immediately prior to the date of such Change of Con trol or Sutro Business Acquisition . In the event th at Sutro enters into such activities then it shall the reupon be considered to be in material breach of th is Agreement and [COMPANY] shall have the right to termina te this Agreement in accordance with Section 12.3(a ) or reduce payments in accordance with Section 12.4 ( a ) ( iv ) . Unless [COMPANY] decides to reduce payments according to Section 12.4 ( a ) ( iv ), the foregoing r emedies shall not be exhaustive with respect to bre ach by Sutro of this Section 2.10