Common use of Fulfillment; Conversion Clause in Contracts

Fulfillment; Conversion. Subject to the provisions of Section 9.3 above, LUNG RX's best efforts obligation set forth in this Article 8 and implied by law shall be deemed to have been fulfilled if LUNG RX (a) files an NDA for registration of a Product in the United States within [ ] after the Effective Date, and (b) commences marketing such Product in the United States within [ ] following approval of an NDA by the FDA. The time periods specified in clause (a) and (b) shall each be subject to up to four (4) six (6) month extensions at LUNG RX's election, by payment to P&U of [ ] for each such extension, in such payments to be made within the first thirty (30) days of each such extension and to be creditable against the payment of royalties by LUNG RX pursuant to Section 6.1 hereof. In the event LUNG RX fails to meet either deadline specified in clause (a) or (b) above, P&U may, upon at least sixty (60) days' prior written notice, convert the exclusive license granted to LUNG RX hereunder to a nonexclusive license, unless within such sixty (60) day period, LUNG RX meets such deadline. The foregoing conversion remedy shall be P&U's sole and exclusive remedy for LUNG RX's failure to meet such deadline.