definiens: ) at any time during the ROFNPeriod ( as defined below ), and for a period of * * * * * after Company receives the Licensee Notice ( or such longer periodas the Parties may mutually agree ), the Parties shall, in good faith, exclusively negotiate the commercially reasonableterms and conditions under which the non - exclusive license granted in Section ​2.1(b ) would be converted to anexclusive license with respect to ( i ) one or more fields or indications ( excluding the Company Primary Field ) and/or ( ii)one or more Licensee Products ( excluding the Lead Company Product ) . In the event that the Parties fail to execute adefinitive agreement ( or amendment ) relating to such field(s ) or indication(s ) and/or product(s ) within such period, thenLicense ’s rights with respect to such field(s ) or indication(s ) and/or products shall continue to be non - exclusive, andLicensee ’s negotiation rights with respect to such field(s ) or indication(s ) and/or products shall lapse