Common use of Cessation of Activities Clause in Contracts

Cessation of Activities. Without limiting the generality of Section 13.2.1(a), if EISAI or its designated Affiliate or Sublicensee in all material respects ceases (or fails to undertake) Development or Commercialization activities with respect to all Licensed Compounds or Licensed Products, either as a whole or with respect to one or more Major Market Countries (excluding temporary cessation during periods in which EISAI 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 EISAI 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 EISAI’s obligations to use Commercially Reasonable Efforts that is a basis for termination by EPIZYME pursuant to Section 13.3), such cessation or failure shall nonetheless be deemed to constitute a termination by EISAI under Section 13.2.1(a) with respect to the applicable Major Market Country(ies). For clarity, cessation under this Section 13.2.2 with respect to a Major Market Country shall not be deemed to have occurred if (i) EISAI 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 Major Market Country or (ii) EISAI or its Affiliate is engaged in active negotiations with a Third Party in connection with a license or sublicense in such Major Market Country with respect to any Licensed Compound or Licensed Product.