Election to Negotiate Sample Clauses

Election to Negotiate. XenoPort shall have [**] after receiving an Option Notice pursuant to Sections 5.4.1(a) or 5.4.1(b)(i) above, as applicable, to notify Xanodyne in writing that XenoPort is interested in co-promoting the applicable XenoPort Product(s) and Xanodyne Products in the Territory for the applicable Co-Promotion Field (an "Election Notice"). Together with any such Election Notice, XenoPort shall provide to Xanodyne a report of XenoPort's co-promotion capabilities in the Territory with respect to the applicable Co-Promotion Field in reasonably sufficient detail to demonstrate that XenoPort has, or will have, reasonably sufficient commercialization capabilities to co-promote such XenoPort Product(s) and, if applicable, Xanodyne Products in the Territory in the applicable Co-Promotion Field. Promptly upon receipt of an Election Notice, and in no event more than [**] following the date of such Election Notice, [**], Xanodyne shall provide XenoPort with a term sheet outlining the economic and other relevant terms of such co-promotion, and the Parties shall negotiate in good faith towards mutually acceptable terms and conditions on which XenoPort may co-promote such XenoPort Product(s) and, if applicable, Xanodyne Products in the Territory in the applicable Co-Promotion Field. During such negotiations, Xanodyne shall promptly provide to XenoPort such additional information regarding the commercialization of such XenoPort Product(s) and, if applicable, Xanodyne Products in the Territory in the applicable Co-Promotion Field as is reasonable and customary in due diligence reviews for prospective co-marketing and/or co-promotion arrangements. If the Parties agree on such terms, the Parties shall prepare and execute a definitive agreement setting forth the agreed terms (a "Co-Promotion Agreement"). If XenoPort fails to issue an Election Notice within [**] after receiving an Option Notice for a particular Co-Promotion Field or, if Xanodyne provided to XenoPort a term sheet within the [**] period specified above and the Parties have not entered into a Co-Promotion Agreement within [**] after the date of such Election Notice ("Negotiation Period"), then Xanodyne shall be free to commercialize such XenoPort Product(s) in the Territory in the applicable Co-Promotion Field alone, or to initiate negotiations with a Third Party with respect to rights to co-market and co-promote such XenoPort Product(s) in the Territory in such Co-Promotion Field.