Specific Development Commitment; Launch in Major Countries Clause Samples

Specific Development Commitment; Launch in Major Countries. (a) Without limiting the generality of Section 5.3.2, with respect to each Option Compound ([********] that achieves [********] based on completion [********] of the equivalent of [********] for [********]), GSK [********] in each case, shall (i) [********] with respect to which the PoC Trial (or equivalent with respect to [********] that achieves Other Product Candidate EXECUTION VERSION -69- PoC) had been conducted [********] completion of [********] described in [********] for cause for a [********] as needed in the event that [********] for needing [********] that would reasonably be expected to [********] and (ii) use its Diligent Efforts [********]; and (b) With respect to [********] each Licensed Product, in the event that GSK is (i) not using Diligent Efforts to [********] such Licensed Product [********] or (ii) not [********] such Licensed Product [********] where such failure to [********] would [********] a failure to exercise Diligent Efforts [********] then: (A) all licenses from Targacept to GSK with respect to such Licensed Product [********] shall terminate (as if [********] as applied to such Licensed Product); (B) such Licensed Product shall be a [********] with respect to [********] and Targacept shall have the same licenses from GSK and the same obligations to GSK with respect to such Licensed Product [********] as Targacept has for [********]; and (C) Targacept or any Affiliate or licensee thereof shall have [********]. [********] in a manner consistent with [********] for the Licensed Product, to the extent such [********] is (1) [********] or [********], as the case may be [********] and (2) timely provided to Targacept (collectively, the “[********] Conditions”), until [********] of such [********] is completed [********] (but not longer than [********] from the date [********]); provided that if: (x) the [********] Conditions apply; (y) after [********] of such [********] Licensed Product is completed in [********], such [********] is commercialized by Targacept or any Affiliate or licensee thereof [********] in a manner that materially and adversely affects [********]; and (z) GSK provides written notice accompanied by documentary evidence to such effect to Targacept (and, if the commercializing party, any Affiliate or licensee thereof), then Targacept or, if the commercializing party, any Affiliate or licensee thereof shall, to the extent permitted under applicable law, reasonably promptly (taking into account the then-existing ...