If one or more provisions of this MSA are held to be unenforceable under applicable law, the Parties agree to renegotiate the provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for the provision, then: (i) the provision shall be excluded from this MSA; (ii) the balance of the MSA shall be interpreted as if the provision were so excluded; and (iii) the balance of the MSA shall be enforceable in accordance with its terms.