definiens: shall mean a binding definitive agreementthat bec omes effective following the Effective Date between [COMPANY], Red Hill and [ * * * * ] and/or any of its Affiliates, for t he purpose of permitting [ * * * * ] and/or any of its Affiliates o r sublicensees to exploit the Patents and the Licen sed Know - How to develop, distribute or otherwise Commercialize t he Product in the Field of Use . Notwithstanding the foregoing, in the event a binding term sheet or binding letter -of - intent in respect of a [ * * * * ] Agreement ( ) is executed, the revenue sharing percen tages under Section 8.4.3 shall be determined based on the date said Interim [ * * * * ] Agreement becomes effectiv e and the period during which a may come into effect shall be extended to twelve ( 12 ) m onths following the Effective Date ; provided that s uch agreement is consummated within such twelve ( 12 ) mo nth period . For the avoidance of doubt, [COMPANY] s hall, at its sole discretion, have the right to assume a lea dership role in any negotiations relating to any In terim [ * * * * ] Agreement and shall have a casting vote in all deci sions with respect thereto . RedHill shall, in all r easonable respects relating to any Interim [ * * * * ] Agreement, cooperate with [COMPANY] to the extent reasonably r equested by [COMPANY] and shall expeditiously execute any do cuments reasonably necessary to permit the Parties to enter into any agreement with [ * * * * ] including but not li mited to any Interim [ * * * * ] Agreement