In the event any payment or other provision of this Agreement should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions of this Agreement shall remain in full force and effect in such jurisdiction. Such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such payment or other provision in any other jurisdiction. In the event a Party seeks to avoid a payment or other provision of this Agreement by asserting that such provision is invalid, illegal or otherwise unenforceable, the other Party shall have the right to terminate this Agreement upon [ * ] written notice to the asserting Party, unless such assertion is eliminated and the effect of such assertion cured within such [ * ] period. Any termination in accordance with the foregoing shall be deemed a termination pursuant to Section 11.3 if the Party who made the assertion was DRL, and shall be deemed a termination under Section 11.2 by reason of a breach by XenoPort, if XenoPort is the Party who made such assertion.