definiens: , wherebyROFN means Right Of First Negotiation ) . The Party receiving the ROFN Notice shall have [ * * * ] ( [ * * * ] ) days from the date of the ROFN Notice to provide awritten response ( the ) as to whether or not it wishes to enter into negotiations with the other Party with respect to such Co - Promotionactivities . If the ROFN Response is not received within the [ * * * ] ( [ * * * ] ) day response period, the Party providing the ROFN Notice shall thereafter have theright to engage any Third Party to fulfill its Co - Promotion obligations with respect to a Co - Developed Product . If the ROFN Response is received within the [ * * * ] ( [ * * * ] ) day response period and states that the other Party wishes to enter into negotiations with the Party providing the ROFN Notice, the Parties shallnegotiate in good faith for a period of up to [ * * * ] [ * * * ] [ * * * ] ( [ * * * ] ) days from the date of the ROFN Response with respect to the terms and conditions of suchrights ; provided, that the Parties acknowledge and agree that such negotiations shall not be exclusive and the Party providing the ROFN Notice shall alsohave the right during such period to conduct discussions with one or more Third Parties regarding the grant of such rights . If after the Parties are unable toagree upon terms and conditions of such rights on or before the expiration of such [ * * * ] [ * * * ] [ * * * ] ( [ * * * ] ) day period, then the Party providing the ROFN Noticeshall thereafter have the right to engage any Third Party to fulfill its Co - Promotion obligations with respect to a Co - Developed Product . For purposes ofclarity, the rights of the Parties with respect to a Co - Developed Product under this Section 5