definiens: ( or ) means, with respect to a Licensed Product and a country inthe Territory : ( a)a failure from Licensee and/or its Affiliates and/or sublicensees to initiate or conductmaterial Development activities or Commercial activities with respect to particularLicensed Product in any country of the Territory during any consecutive twelve ( 12)month period ; provided, that such twelve ( 12 ) month period shall automatically beextended if any failure to start or conduct material Development activities is a resultof any Force Majeure event or any clinical or regulatory hold imposed by theapplicable Regulatory Authority or is otherwise outside the reasonable control ofLicensee and/or its Affiliates and/or sublicensees ; or ( b)an affirmative decision by Licensee and/or its Affiliates and/or sublicensees ( whichshall be provided in writing to Licensor ) to permanently discontinue allCommercialization activities with respect to a particular Licensed Product in suchcountry ; provided, that such decision shall not constitute notice of Abandonment ifany decision to discontinue Commercialization activities is a result of any ForceMajeure event or any clinical or regulatory hold imposed by the applicable RegulatoryAuthority or is otherwise outside the reasonable control of Licensee and/or itsAffiliates and/or sublicensees