definiens: , as used in this Section 12.7A, shall mean a bona fide decision of IPH or a decis ion of a regulatory authority or another governmental body t o suspend a clinical trial or other study when it d oes not believe that such clinical trial or other study can be conducted without unreasonable risk to the subjects in such clinical trial or study, and the existence of such circumstances shall be subject to arbitrati on in accordance with Section 21.14 . ” 3.16.Termination upon Abandonment of Development of Anti - KIR Niche Candidate . With effect from the Amendment No.1 Effective Date, Article 12 of the Ag reement is hereby amended by inserting the followin g text immediately following Section 12.8 and Section 12.8 shall no longer appl y to Anti -KIR Products : “ 12.8A Notwithstanding Section 12.8 hereof, in the event of the abandonment by IPH of its development of Anti - KIR as a Niche Candidate ( by express notice to NN or by operation of this Article 12 ), the following provisions shall apply and supersede Sect ion 12.8 with respect to such abandonment : ( c ) all licences granted to IPH under this Agreemen t for the purposes of Commercial Optimization of An ti - KIR as a Niche Candidate that IPH is authorized to develop and commercialize shall terminate immediately ; ( d ) IPH shall have an obligation to grant to NN, at NN ’s request, an irrevocable, world - wide, fully pa i d up, exclusive licence under all its right, title and in terest to the Collaboration IPR or Background IPH I PR ( as applicable ) and Independent IPH IPR, and grant the right set out in Section 5.7 ( including all supporting regulatory documentation ), for the devel opment and commercialization of Anti - KIR, for no additional consideration other than as provided for herein ; ( e ) if NN shall, in its discretion, assume such lic ence it shall notify IPH to this effect within * * * of IPH ’s abandonment or the determination of abandonment, wh ichever is the later, upon which assumption NN shall have the exclusive right to exploit such IPR for the development and commercialization of Anti - KIR ; ( f ) if the date of such abandonment is prior to the first dosing of humans in Phase II clinical trials of Anti - KIR as a Niche Candidate, Certain information has been excluded from this agr eement ( indicated by ) because such informat ion ( i ) is not material and ( ii ) would be competitively har mful if publicly disclosed