definiens: means ( a ) with respect to a matter to be agreed by the Parties, themutual written agreement of the Parties or the mutual consent of the Parties in writing, in eachcase executed on behalf of each Party by an appropriate officer or employee of such Party and(b ) with respect to a matter to be consented to or approved by a Party, the written consent oragreement23 [ * ] = Portions of this exhibit have been omitted pursuant to a confidential treatment request . Anunredacted version of this exhibit has been filed separately with the Securities and ExchangeCommission.of such Party executed by an appropriate officer or employee of such Party ; provided, that theapproval of a Party ’s representatives on a Committee, in such capacities, whether or notdocumented in writing shall not constitute a Party Written Consent ; and provided, further, thatmembership on a Committee shall not prevent an officer or employee of a Party from giving aParty Written Consent on behalf of such Party if such person otherwise is authorized to executeor give such Party Written Consent