Common use of Cessation of Activities Clause in Contracts

Cessation of Activities. Without limiting the generality of Section 12.2.1, if a Party or its designated Affiliate or Sublicensee in all material respects ceases (or fails to undertake) Development and Commercialization activities with respect to all Licensed Compounds and Licensed Products as to (with respect to EPIZYME) all of the United States, the United Kingdom, Germany, France, Spain and Italy, or (with respect to EISAI) Japan (excluding in each case temporary cessation during periods in which such Party is using Commercially Reasonable Efforts to prepare to resume or commence Development or Commercialization and temporary cessation during periods of [**] months or less in which such Party is conducting a strategic review of Licensed Products in order to determine whether to resume or commence Development or Commercialization), then if such cessation or failure is consistent with the exercise of Commercially Reasonable Efforts (and therefore not a breach of such Party’s obligations to use Commercially Reasonable Efforts that is a basis for termination by the other Party pursuant to Section 12.3), such cessation or failure shall nonetheless be deemed to constitute a termination by the Party which ceases or fails to undertake such Development and Commercialization activities under Section 12.2.1 with respect to the EISAI Territory, in the case of EISAI as the terminating Party, or with respect to the EPIZYME Territory, in the case of EPIZYME as the terminating Party. For clarity, cessation under this Section 12.2.2 with respect to a Party’s part of the Territory shall not be deemed to have occurred if (i) such Party or its designated Affiliate or Sublicensee is performing Development or Commercialization activities with respect to at least one (1) Licensed Compound or Licensed Product with respect to such Party’s part of the Territory or (ii) such Party or its Affiliate is engaged in active negotiations with a Third Party in connection with a license or sublicense in such Party’s part of the Territory with respect to any Licensed Compound or Licensed Product.