definiens: as defined and described in theCommitment Letter between [COMPANY] and Hoechst GmbH dated of even date herewith ( the ) or(B ) [COMPANY], in its sole discretion, has terminated the Commitment Letter and waived in writing the condition setforth in the preceding subclause ( A ) of this clause ( ii ) ( such date, the of this Agreement ), providedthat, pursuant to Section 15.9 hereof, [COMPANY] shall be permitted to assign this Agreement to any Affiliate at any timebetween the Execution Date and the Effective Date . Upon the occurrence of the Effective Date, all provisions of thisAgreement shall become effective automatically without the need for further action by the Parties . In the event that(I ) any such clearance associated with the Filings is not obtained, or ( II ) the Loan Documents are not executed within120 days after the Execution Date ( or such later date as agreed in writing by the Parties ), this Agreement may beterminated by either Party ; provided that a Party shall not have the right to terminate under clause ( II ) of this sentenceif the Loan Documents have not been executed as a result of a breach by such Party ( or, in the case of [COMPANY], byHoechst GmbH or its permitted assignee ) of the Commitment Letter ( for so long as such Party is in breach ) or ifMannKind has terminated the Commitment Letter