definiens: Right of First Refusal " as used herein shall mean that, in the event that [COMPANY] negotiates with any Third Party rights to the [COMPANY] Pipeline Product ( whether by way of conveying a license, option or other right to obtain development or commercial rights with respect to the [COMPANY] Pipeline Product ), then [COMPANY] shall notify [COMPANY] in writing prior to entering into any such Third Party agreement and, before [COMPANY] enters into any such agreement with a Third Party, shall offer to [COMPANY] the right to enter into such Third Party agreement on the same tenns and conditions as it would be entered into by [COMPANY] and such Third Party, such offer to be accompanied by a proposed written agreement therefor ( a ) and all infonnation in [COMPANY] 's control as is reasonably necessary or useful for [COMPANY] to evaluate its interest in the [COMPANY] Pipeline Product available for license ( including infonnation and data regarding safety, efficacy, toxicity, potential side effects and any and all marketing approval filings ) . In the event that [COMPANY] does not exercise its right of first refusal within seventy five ( 75 ) days after such complete ofTer, then [COMPANY] shall be free to grant the license to such Third Party under the terms so offered to [COMPANY] . In the event that [COMPANY] offers a Proposed Agreement to [COMPANY] prior to the Refusal Right Tenninati on Date and [COMPANY] does not exercise its right to enter into the Proposed Agreement within the Page 22 Confidential Treatment Requested by [COMPANY], Inc