definiens: means the term sheet ( or ifthere is no term sheet, a written summary of the terms ) agreed to by [COMPANY] and a third party in connection with negotiations with such third party, which describes the material terms and conditions of a definitive agreement for a transaction described above regarding specific [COMPANY] ' Property relating to a Validated Compound that was previously identified in such Indication of Interest . As used herein, means the sixty ( 60 ) day period immediately following the date that [COMPANY] first provided the Term - * Sheet to [COMPANY] ; provided that, if such Term Sheet is amended or modified in any material respect * * * CONFIDENTIAL TREATMENT REQUESTED prior to the end of such ~i ~ tM ( 60 ) day period, such Response Period shall be extended, if -f necessary, so that such Response Period ends no earlier than thirty ( ~(j ) business days after the " ' * date that [COMPANY] provided the Term Sheet as so amended or modified to [COMPANY] . If the Term Sheet is amended or modified in any material respect prior to the end of the Response Period, [COMPANY] shall provide to [COMPANY] the Term Sheet as amended or modified, and references to such Term Sheet in this Section 3.2(f ) shall thereafter refer to the Term Sheet as amended or modified . During the Response Period, [COMPANY] will provide to [COMPANY] current information, and will respond to [COMPANY] 's inquiries, regarding any Validated Compound as to which is subject of the Term Sheet . For avoidance of doubt, in the event that [COMPANY] makes a proposal to [COMPANY] in writing that is equivalent or more favorable to [COMPANY] than the Term Sheet within the Response Period, [COMPANY] and [COMPANY] shall enter into good faith negotiations for a definitive agreement with respect to that proposal . In that event, [COMPANY] shall not enter into discussions about a definitive agreement with the third party regarding a transaction described in this Section 3.2(f ) for a period of six.ty ( 60 ) days after such -¥ proposal is provided by [COMPANY] to [COMPANY] . If [COMPANY] consummates such a transaction with a third party in compliance with this Section 3.2(f ), then [COMPANY] shall have no rights with respect to the Validated Compound and the [COMPANY] ' Property relating to the Validated Compound specified in such Indication of Interest