definiens: means, with respect to a particular Product, results from activities hereunder that provide a reasonable basis for thediscontinuance by [COMPANY] of all further Development or Commercialization of such Compounds and Products for use in theField because the risk profile of such Product makes it unlikely that Regulatory Approval within the Field can be obtained ormaintained for such Compound or Product in the Major Markets . In the event that [COMPANY] disputes [COMPANY] ’ right toterminate in accordance with this Section 13.2.2, the Parties shall promptly refer such dispute for resolution pursuant toArticle 14 and if as a result thereof it is determined that [COMPANY] did not have the right to terminate pursuant to thisSection 13.2.2, then such termination shall not be effective unless [COMPANY] provides notice within [ * * * * ] days of suchdetermination that it desires termination to be effectuated, in which case it shall be deemed to be a termination under Section13.2.1, effective [ * * * * ] months following such notice . Notwithstanding the foregoing, if [COMPANY] indicates in its originalnotice of termination referencing this Section 13.2.2 that it is committing to the termination of this Agreement, then ( A ) ifMaxygen disputes [COMPANY] ’ right to terminate in accordance with this Section 13.2.2 and as a result thereof it is determinedthat [COMPANY] did not have the right to terminate pursuant to this Section 13.2.2, then this Agreement shall terminate effectiveupon the later of [ * * * * ] days after such determination or [ * * * * ] months from the date of [COMPANY] ’ original notice oftermination referencing this Section 13.2.2, and such termination shall be deemed to be a termination under Section 13.2.1,and ( B ) [COMPANY] shall have the right, if [COMPANY] disputes [COMPANY] ’ right to terminate in accordance with this Section 13.2.2 atany time after [ * * * * ] months after the original notice of termination described in the first sentence of this Section 13.2.2 wasfirst given, to provide notice of its desire to terminate for convenience, in which case it shall be deemed to be a terminationunder Section 13.2.1, effective [ * * * * ] days following such notice and the dispute shall be terminated upon [COMPANY] ’s receiptof such notice . For the avoidance of doubt, [COMPANY] shall have the right to terminate this Agreement for convenience underSection 13.2.1 in accordance with its terms ( including [ * * * * ] prior notice ) at any time notwithstanding having submitted anynotice of termination described in the first sentence of this Section 13.2.2, and if [COMPANY] provides such notice underSection 13.2.1 after a notice under this Section 13.2.2 has been given but prior to the effective date of termination pursuant tosuch notice, then the notice under Section 13.2.1 shall control, and the notice of termination under this Section 13.2.2 shall beof no further effect