definiens: means : ( a ) any individual that has an ownership i nterest of five percent ( 5 % ) or more of Hyperion ; ( b ) all officers, directors, and employees of Hyperion ; and ( c ) those employees of H yperion ’s contractors, subcontractors, representatives and ag ents who perform research, development, marketing, sales, pricing, promotion or government contracts on behal f of Hyperion, but excluding any preclinical resear chers or clinical investigators . Notwithstanding the foregoi ng, with respect to an individual under subsection ( a ) that ( i ) acquires such ownership interest through public trading and ( ii ) who is considered Hyperion Person nel solely under subsection ( a ), Hyperion shall use * * * * to obtain such individual ’s compliance with those o bligations under this Agreement that are applicable to Hyperio n Personnel and if Hyperion has used * * * * but has failed to obtain compliance with those obligations under the Agreement, Hyperion will * * * * of such obligations