definiens: means a reasonab le estimate of the number of months that it would h ave taken HemOnc - Pf, following the effective date of terminat ion, to attain a comparable stage of development as such Alternative Product ( taking into account the releva nt regulatory and technical differences, if any ) as of the effective date of termination, as agreed by the Par ties in writing after good faith negotiation, subje ct to resolution by baseball arbitration pursuant to Section 12.2(b ) if the Parties are unable to agree upon such estim ated number of months within sixty ( 60 ) days after the effectiv e date of termination . For purposes of such royalty, the terms and with respec t to such Alternative Product shall have the same m eanings as and respective ly, under this Agreement, and such royalty shall be paid in accordance with Sections 6.5(d ), 6.7, 6.8, 6.9 and 6.10, in each case mutatis mutandis . The obligation to make such royalty payments to [COMPANY] is conditioned upon [COMPANY] meeting its payment obligation under subsec tion ( A ) above and shall continue for the stated period only for so long as [COMPANY] is using Commercially Re asonable Efforts to continue the development and commerciali zation of the terminated HemOnc - Pf product . [COMPANY] shall provide Jazz with semi - annual reports with respect to such continued development and commercialization and notify Jazz if such development or 50