definiens: means exclusiveI~ anyproduct, other than a Pro, duct, that is [ .. ' \Oral formulation of ] an antibiotic having [ t:~~~ ] and directed to [ ~tY"":~··'infeoij0 : ns ] . The foregoing restriction shall not prevent either party from marketing or selling a [ ~-Iacfam ] antibiotic for [ ij~~~.fl1 ( husPitaI;;;agqU : ire ~ infections ] . If, after the fourth ( 4th ) anniversary of the First Commercial Sale, either party proposes to market or sell a Competitive Product in the Territory, ( a ) such party must first consult with the other party and provide reasonable assurances that such activities will not impair promotion and sale efforts for the Product in the Territory, and ( b ) subject to subsection ( a ), such party may market and sell a Competitive Product in the Territory ; provided that such activities do not in fact impair promotion and sales efforts with respect to Product in the Territory . At either party 's request, the other party will provide documentation and other objective evidence to substantiate that the marketing and sale of such Competitive Product will not impair promotion and sales efforts for the Product . Further, at either party 's request, Forest and [COMPANY] will meet to discuss such matters, and Forest agrees that DAP shall be permitted to attend such meeting . If either party proposes to market or sell [ an oral macrolide orke ~ iide ] antibiotic in the Territory prior to the fourth ( 4th ) anniversary of the First Commercial Sale, it must first consult with the other party and provide reasonable assurances that such activities will not impair promotion and sale efforts for the Product in the Territory . Subject to the preceding sentence, either party may market and sell [ an oral macrolide or ketolide ] antibiotic in the Territory prior to the fourth ( 4th ) anniversary of the First Commercial Sale ; provided that such activities do not in fact impair promotion and sales efforts with respect to Product in the Territory . Notwithstanding the foregoing, a party shall not be deemed in breach of subsection ( i ) of this Section 5.10 if such party is subject to a Change in Control and promptly following such Change in Control implements firewall mechanisms which assure to the reasonable satisfaction of the other party that investment, clinical development efforts and subsequent sales and promotion efforts with respect to the Product will not be adversely affected by such Change in Control, and a party shall not be deemed in breach of subsection ( ii ) of this Section 5.10 if it acquires a Competitive Product through a merger or acquisition by or of a Third Party and the surviving entity ( x ) does not ( or promptly ceases to ) promote the Competitive Product actively, ( y ) promptly announces its intention to divest such Competitive Product and thereafter completes such divestment within [ twelve ( 12 ) ] months, or ( z ) promptly implements firewall mechanisms ( including separate sales forces and marketing management ) which assure to the reasonable satisfaction of the other party that sales and promotional efforts with respect to the Product will not be adversely affected by such merger or acquisition