definiens: means the agreement between The General Hospital Corporation d / b / a Massachusetts General Hospital ( ), Vanda and B MS that is currently being negotiated and that will be entered into after the Effective Date, and as it ma y be modified or supplemented after being entered i nto, under which Vanda will be obligated to pay MGH certain pa yments in connection with the development and commercialization of Products . ” 3 . Section 3.1.1 of the License Agreement is h ereby amended and restated to read in its entirety as follows : “ 3.1.1 Vanda Development Option Period . Vanda will have the right, anytime prior to filing an NDA for a Product ( ), to negotiate an agreement to sublicense Vanda ’s rights to Develop and Commercialize a Product ( a ) with a Third Party in at least one Major Market Country ( ) ; provided, however, that with respect to each Product, upon Va nda locking the database for Vanda ’s first Phase II I Clinical Study for the Product, Vanda shall have a limited t ime in which to exercise the Vanda Third Party Deve lopment Option for the Product before the right to exercise such option is suspended . Vanda shall have one hun dred twenty ( 120 ) days from the date Vanda locks the dat abase for Vanda ’s first Phase III Clinical Study fo r the Product to exercise such option . If Vanda exercises such option during such one hundred twenty ( 120 ) d ay period, [COMPANY] shall have a right of first negotiation to enter into a Development and Commercialization Agreement for the Product with Vanda . [COMPANY] shall hav e a thirty ( 30 ) day review period, from the receipt of Vanda ’s written notice to seek a Third Party partne r, to elect to enter into negotiations with Vanda . During the thirty ( 30 ) day review period, Vanda shall timely p rovide [COMPANY] with copies of any reports, data, result s or information, material to the Development of the Pro duct that are or may become available, including bu t not limited to those relating to the first Phase III Cl inical Study for the Product . Thereafter, [COMPANY] will have a ninety ( 90 ) day period of exclusivity in which to negotiat e and execute a Development and Commercialization Agreement, and Vanda shall negotiate in good faith during such ninety ( 90 ) day period . During such thi rty ( 30 ) day review period and such ninety ( 90 ) day per iod of exclusivity, Vanda shall not approach any Th ird Party concerning a Development and Commercialization Agre ement or disclose any of the Phase III Clinical Stu dy data, results or conclusions to any Third Party tha t may potentially enter into a Development and Commercialization Agreement for the Product . If, du ring the thirty ( 30 ) day review period [COMPANY] does not formally notify Vanda in writing of its intention t o enter into a Development and Commercialization Ag reement or informs Vanda that it is not interested in enter ing into such an agreement or if [COMPANY] does notify Va nda of its intention to enter into such an agreement but does not enter into a such an agreement for the Product during such ninety ( 90 ) day period of exclusivity, then Vanda s hall have until the end of day of the earlier of ( a ) the day immediately prior to the day that the [COMPANY] Option Pe riod commences as specified in Section 3.2.1 and ( b ) May 31, 2013, to negotiate and enter into a Dev elopment and Commercialization Agreement with a Thi rd Party for the Product . If Vanda does not enter into such an agreement with a Third Party prior to the earlier of ( i ) the commencement of the [COMPANY] Option Period as sp ecified in Section 3.2.1 and ( ii ) June 1, 2013 ( the ), then the Vanda Third Party Devel opment Option shall be suspended from the Option Suspension Date until the end of the [COMPANY] Option Per iod for the Product . The Vanda Third Party Developm ent Option is exercisable by written notice from Vanda to [COMPANY] of Vanda ’s intention to seek a Third Party p artner