definiens: ) either ( a ) merges with Company, ( b ) acquires ( as defined in Section 1.4 ) of Company or ( c ) acquires substantially all t he assets of the Company ( each of ( a ), ( b ) and ( c ), an ), and such Acquirer or any of its Affiliates imme diately prior to such Acquisition is commercializing a Competing Product in the Territor y, then either Party shall have the right to termin ate this Agreement on [ * * * ] ( [ * * * ] ) days written notice deli vered within [ * * * ] ( [ * * * ] ) days of the closing of s uch Acquisition, and Company shall not be deemed to be marketing, promoting, selling, distributing or commercializing a Competing Product in breach of th is Section for so long as it is conducting such act ivities solely through personnel who are not involved in any activ ities under this Agreement and do not have access t o [COMPANY] ’s Confidential Information hereunder