definiens: shall mean any scientist ( A ) with at least ten ( 10 ) years of applicable pharmaceutical industryexperience in the IO Field or I&I Field, ( B ) who has not worked for or been engaged by eitherParty in the three ( 3 ) year period immediately prior to the formation of the applicable ScientificPanel, and ( C ) who does not own equity in either Party . If such Scientific Panel determines thatany [ * * ] ( based upon the terms and conditions of this Agreement and then - current good scientificpractice and understanding, data generated, and the proposed discovery and developmentresearch plan with respect to such Program ), then each such different Metabolic Target shall bedeemed part of different Research Programs . Conversely, if such Scientific Panel determines that [ * * ] ( based upon the terms and conditions of this Agreement and then - current good scientificpractice and understanding, data generated, and the proposed discovery and developmentresearch plan with respect to such Program ), then only one Metabolic Target shall be deemed toexist as part of one Research Program