definiens: ) on an exclusive basis, meaning that [COMPANY] and i ts representatives shall not engage in discussions with any Third Party regardin g a potential grant of rights to such Third Party w ith respect to the Pegaspargase Product during the negotiation period . The terms of such Option Exercise Agreement shall be commercially reasonable and all applicable non - f inancial terms and conditions shall be substantiall y the same as those in this Agreement, including decision - maki ng, diligence, exclusivity ( as applicable to the Pe gaspargase Product ), development, commercialization, manufactu re, rights and obligations of the Parties, risk - all ocation, intellectual property - related matters, dispute reso lution, and general agreement structure, but exclud ing any rights of first negotiation or other rights except solely with respect to the Pegaspargase Product . No twithstanding the foregoing, under the Option Exercise Agreement, [COMPANY] may opt - in to contribute to the Development costs of the Pegaspargase Product, and upon such opt - in, shall be responsible for between [ * * * ] and [ * * * ] of the Development costs in [COMPANY] ’s discretion . The Optio n Exercise Agreement will also set forth usual and customary economic terms similar to those of this A greement, including an upfront payment, clinical developmental and commercial milestone payments, an d royalty payments, which payments shall take into account [COMPANY] ’s level of contribution to the Devel opment costs of the Pegaspargase Product . Without l imiting the foregoing, the economic terms of the Option Exe rcise Agreement will reflect the level of developme nt or commercial funding and risk assumed by each Party ( taking into account [COMPANY] ’s investment and risk pr ior to the Option Exercise Notice ) and include the period over which royalties would be paid, as well as appl icable deductions from royalty payments based upon royalty stacking for third party intellectual property ( su bstantially the same as Section 6.5(c ) herein ) and generic comp etition