definiens: as defined below ) with any S1 M Direct Competitor for any purpose other than the distribution, sale or marketing of products of Cambridge ( any agreement, arrangement or understanding referred to in subsections ( i ) or ( ii ) being referred to as a ), Cambridge must first give advance written notice to SJM indicating the general subject matter of such Proposed Arrangement . If S1 M delivers a written request to Cambridge within 10 Business Days after receipt of written notice from Cambridge, Cambridge shall not enter into, or conduct any negotiations with respect to, the Proposed Arrangement for 30 days from the receipt of S1 M ' s written request, and Cambridge shall negotiate, exclusively, in good faith with S1 M with respect to the terms and conditions of such Proposed Arrangement with S1M. If Cambridge and S1 M do not enter into a letter of intent with respect to the Proposed Arrangement within the 30 - day period, Cambridge may enter into the Proposed Arrangement with a S1 M Direct Competitor . If Cambridge does not enter into the Proposed Arrangement within 180 days after the expiration of the 30 - day period, then Cambridge shall deliver a new written notice to S1 M and negotiate exclusively with S1 M for 30 days in accordance with the terms of this section prior to entering into the Proposed Arrangement