Common use of Orchard shall Clause in Contracts

Orchard shall. (a) use Diligent Efforts to commence Exploitation of a Gene Therapy Product in each indication of ADA SCID, MPS1, Perforin Deficiency and [***] in the United States of America, the United Kingdom and at least one of France, Germany, Italy and Spain as soon as reasonably possible. It is acknowledged and agreed by UCLA and UCLB that each program of development and commercialisation for each such Gene Therapy Product will proceed at different times and speeds to the others and may have different priorities to others depending on the stage of development or results or difficulties in its development, and accordingly certain programs will proceed more slowly than others or may pause pending more intensive periods of development of other programs, and such practical considerations shall be included in the assessment of application of Diligent Efforts, provided that, notwithstanding the foregoing, for the ADA SCID Product and ADA SCID Project alone Orchard shall be deemed not to have applied its Diligent Efforts to a program of development and commercialisation for the ADA SCID Product if in respect of any continuous [***] period it is unable to demonstrate and provide evidence of any material steps having been taken to, or intended to, progress the development and commercialisation of the ADA SCID Product; (b) In pursuing its Diligent Efforts have regard to the Development Plan, as amended from time to time; and, (c) Following grant/issuance of all Regulatory Approvals (including pricing reimbursements) thereafter, use Diligent Efforts to effectively commercialise Gene Therapy Products.