definiens: shall mean : ( i ) with res pect to any particular SELECTED COMPOUND or PRODUCT, TARGACEPT ( A ) licenses or otherwise convey s to a third party the right to manufacture, or to control manufacturing of, such SELECTED COMPOUND or PRODUCT ( except where TARGACEPT merely outsources the manufacturing function for such SELE CTED COMPOUND OR PRODUCT on a contract basis for its own benefit ), ( B ) enters into a strategic c ollaboration or partnership, however structured, pu rsuant to which its collaborator or partner assumes responsib ility for, or control of, manufacturing such SELECT ED COMPOUND or PRODUCT, or ( C ) determines, in the exer cise of its good faith discretion, that SIEGFRIED ’s performance hereunder is sub - standard or otherwise unsatisfactory ; or ( ii ) with respect to any particu lar task, TARGACEPT determines that SIEGFRIED does not posses s the experience, expertise or capability required to perform such task