definiens: means those Intellectual Property Rights Controlled by [COMPANY] orits Affiliates from time to time that do not constitute [COMPANY] Know - how or [COMPANY] Patent Rights . Upon [COMPANY] ’s election for such aslicense, the Parties shall negotiate such license terms in good faith and acting reasonably ( which shall be based on the terms of thisAgreement ) for a period of not more than [ * * * ] days and [COMPANY] shall neither seek nor require any royalty rate or other financial provisionsgreater than ( i ) the mean royalty rate due to [COMPANY] by other licensees of the same Other [COMPANY] Technology ( reasonably adjusted inso far as it is licensed with other Intellectual Property Rights ) in existence as of the date of any notice electing for such a licence pursuant tothis Section or ( ii ) if no such other licenses are in existence as of the date of such notice, the average royalty rate applied in comparablelicense agreements for similar technologies in the market . Any such license fees agreed pursuant to this Section shall be deemed licensepayments due under Additional Third Party Licenses for the purposes of Section 3.5.3(a ) and accordingly [COMPANY] shall be entitled to deduct [ * * * ] of such license fees . If, however, the Parties can not reach an agreement within such [ * * * ] day period, then the terms of such license forsuch Other [COMPANY] Technology shall be determined, taking into account all then - relevant factors including the provisions of thisSection 2.13, by an independent Third Party expert knowledgeable in pharma licensing to be agreed between the Parties ( and if the Partiescannot agree on such Third Party expert within [ * * * ] days of the expiration of the above negotiation period, the Third Party expert shall be 25independently appointed upon either Party`s request by the International Chamber of Commerce ) . Each Party shall be obliged to submit itsfinal proposal for the terms of such transition of or license to the Other [COMPANY] Technology to the Third Party expert, and such proposalshall remain confidential and shall not be disclosed to the other Party . The decision of the Third Party expert shall be final and binding onboth Parties . The costs of the Third Party Expert shall be borne by both Parties at equal shares