definiens: means, with respect to a particular Product, results from activities hereunder that provide a reasonable basis for the discontinuance by [COMPANY] of all furtherdevelopment or Commercialization of such Products for use in the Field 76 CONFIDENTIAL because the risk profile of such Product makes it unlikely that Regulatory Approval within the Field can be obtained ormaintained for such Product in any of the U.S., EU or Japan . In the event that Ambit disputes [COMPANY] ’s decision toterminate in accordance with this Section 9.2.2, the Parties shall promptly refer such dispute for resolution pursuant toSection 10.7 and, if [COMPANY] desires to terminate this Agreement for convenience regardless of the outcome of thedispute resolution procedure, [COMPANY] shall provide Ambit with written notice of such intent, in which case Astellasshall be deemed to have provided Ambit with notice of termination pursuant to Section 9.2.1 as of the date that Astellasprovided notice of its intent to terminate pursuant to this Section 9.2.2 . Termination of this Agreement shall be effectiveupon the earlier to occur of ( A ) the expiration of the notice period provided in Section 9.2.1 and ( B ) conclusion of thedispute resolution process in [COMPANY] ’s favor . Without limitation of the foregoing, in the event that [COMPANY] terminatesthis Agreement pursuant to this Section 9.2.2 with respect to the Lead Product, it shall have the right to terminate thisAgreement simultaneously with respect to all Products by so specifying in writing to Ambit