definiens: means, with respect to an Agreement Program, ( a ) at any timeprior to the Option Exercise Date for such Collaboration Program, the failure of Voyager to initiate or conduct anymaterial R&D Activity for any Collaboration Product in such Collaboration Program consistent with the applicableCollaboration R&D Plan for such Collaboration Program during any consecutive [ * * * ] period ; and ( b ) at any timefollowing [COMPANY] ’s exercise of an Option for a Split Territory Agreement Program and until the completion of theDevelopment activities contemplated by the applicable Split Territory Global Development Plan, the failure of Voyagerto initiate or conduct Development activities for any Split Territory Agreement Product in such Split TerritoryAgreement Program consistent with the Split Territory Global Development Plan for such Licensed Program duringany consecutive [ * * * ] period . Notwithstanding the foregoing, the [ * * * ] period in both ( a ) and ( b ) above shallautomatically be tolled for the duration of any period in which ( i ) such failure to initiate or conduct R&D Activities orDevelopment activities, as applicable, is due to [COMPANY] ’s failure to conduct R&D Activities assigned to it in aStatement of Work under the Services Agreement or Development activities assigned to it under the applicable SplitTerritory Global Development Plan, or ( ii ) there is an unresolved dispute between the Parties regarding approval of anyamendment or update to the applicable Split Territory Global Development Plan