definiens: means the implementation by Principia and its Acqui ror of a plan developed and implemented by Principia and its Acqu iror in good faith, to segregate the Competing Acti vities from any and all Development and Commercialization activities under this Agreement, including ensuring that : ( i ) no personnel involved in the Competing Activiti es has access to non - public plans or non - public inf ormation relating to the Development or Commercialization of Compounds and Products, any other Confidential Information of Principia that is solely related to Compounds and Products or any Confidential Informat ion of Sanofi ; and ( ii ) no personnel involved in the Devel opment or Commercialization of Compounds and Produc ts have access to non - public plans or information rela ting to the Competing Activities, provided, that, i n either case ( ( i ) or ( ii ) ), management personnel of Principia an d the Acquiror may review and evaluate plans and in formation regarding both the development and commercializatio n of such competing BTK Inhibitor and of Compounds and Products solely in connection with the consideratio n of ( x ) whether to exercise the Co - Funding Option pursuant to Section 5.6, ( y ) whether to convert from the Pro fit ( Loss ) Share Election to the Increased Royalty Election or ( z ) budgetary and planning matters across its portf olio ( but not for any strategic purpose relating to Competing Activities ) . will have a correlative meaning