[***], then the other Party shall be designated as the Lead Party. For clarity, [***].
7.2.2Third Party Proposals. If, at any time, the Parties (or either Party) receive any proposal or indication of interest from any Third Party [***] for the continued Development and Commercialization of the Product in the Territory (each a “Third Party Proposal”), then the receiving Party will promptly notify the other Party and provide copies of any documents embodying a Third Party Proposal [***] following receipt thereof. Without limiting the foregoing, the Parties will also promptly notify each other of any bona fide interest from any Third Party [***] and shall use all reasonable efforts to respond to Third Party Proposals [***]. The Parties shall jointly consider any Third Party Proposal in good faith, as set forth and in accordance with the process set forth in Section 7.3.
7.3Third Party Proposal Consideration Process.
7.3.1Determination of Third Party Best Offer. The Parties will consider all Third Party Proposals in good faith following the receipt of any such proposals. [***]. If the Parties agree to accept a Third Party Proposal, then Section 7.5 shall apply to the negotiation of a Third Party License with the applicable Third Party.
7.3.2Disputes. If the Parties fail to agree on which Third Party Proposal in Section 7.3.1 is the best offer available, then [***]. The [***]. The Offer that is either agreed by the Parties [***] will be the “Best Offer,” and the Parties shall accept such Best Offer and negotiate a definitive license agreement in accordance with the terms of Section 7.5.
7.4.1No Third Party Offers [***]. Subject to Section 7.4.3, if by the date that [***] (the “Decision Date”), the Parties have
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.