definiens: means, with respect to [COMPANY] 's right to conduct internal research with HDAC Inhibitors outside the Field in accordance with this Section 6.2.3(f ), a research program directed to the discovery and/or characterization of HDAC Inhibitors having therapeutic utility outside the Field in a particular disease area ( but specifically excluding oncology ) and with respect to which [COMPANY] is devoting internal resources and/or engaging Third Parties to devote resources ( e.g. universities under sponsored research arrangements but excluding Non - ND Partners under a Non - ND Partner Agreement ) amounting to at least 2 FfEs of qualified scientists in the aggregate at all times, measured on a calendar quarterly basis . The foregoing notwithstanding, [COMPANY] 's said commitment for a particular research program in a particular calendar quarter may fall below the 2 FfE requirement if, in the subsequent calendar quarter, sufficient FTEs are devoted to such research so that the average number of FIEs over the said two quarters equals 2 FIEs or more . [COMPANY] shall be in breach of the requirement contained in this Section 6.2.3(0, with the effect that such research 47 S36116 v2JSD and development activities shall not be deemed to be pursuant to a Bona Fide lnternaI Research and Development Program, if the average number of FfEs engaged over any two consecutive quarters is less than 2 FIEs, and in such case EVP shall have the right, upon written notice, to terminate [COMPANY] 's right to conduct such research, subject to the orderly completion of any third - party research agreements . Upon request by EVP, [COMPANY] shall provide to EVP written reports certifying the number of FJEs, both internally and externally, devoted to each such research program within thirty ( 30 ) days after the close of each calendar quarter, ( g ) Notice of [COMPANY] Non - ND Selected Compounds . Upon the designation of any Compound as a [COMPANY] Non - ND Selected Compound pursuant to Section 6.2.3(f ) above, [COMPANY] shall provide notice of such selection to a Third Party patent attorney retained by [COMPANY] and reasonably acceptable to EVP ( hereinafter ) . The Patent Counsel shall maintain a current list of aU [COMPANY] Non - ND Selected Compounds and shall be authorized by [COMPANY] to respond directly to inquiries made by EVP and/or the JSC regarding whether a particular Compound is or is not a [COMPANY] Non­ND Selected Compound, where such inquiry is made by EVP and/or the JSC, as the case may be, for the purpose of determining whether a particular Compound is available to be designated as a Reserved Compound . a Selected Compound or a Protected Compound