definiens: means ( a ) as indicated in writing by Cempra to FFFC, no Drug Product will be marketed or further developed by or on behalf of Cempra, any Affiliate thereof, or any of its or their licensees in the Territory or ( b ) Drug Product is taken off the market or no longer able to be marketed in the Territory by or on behalf of Cempra, any Affiliate thereof, or any of its or their license es in the Territory for the following reasons : ( i ) any non -approvable or rejection letter or withdrawal of a Marketing Approval application in the Territory or any order from Regulatory Authority withdrawing Drug Product from the market or otherwise suspen ding use of Drug Product in the Territory, ( ii ) any serious safety problem with respect to the Drug Product, or ( iii ) any infringement of Patents or infringement or misappropriation of other intellectual property right arising from the manufacture, develop ment, use, or commercialization of Drug Product or manufacture of API hereunder, which the terminating Party in reasonably determines in good faith can not be reasonably and promptly resolved after consultation with the other Party regarding whether the inf ringement or misappropriation could be cured or remedied via a license or other settlement without material adverse affect on either Party, provided, that in the case of the circumstances described in clauses ( i ) and ( ii ), the terminating Party must reason ably determine in good faith that the Drug Product can not be approved, commercially sold for human therapeutic use, re -launched, or marketed in the Territory, as applicable, within six ( 6 ) months of the occurrence of the circumstances originally constituti ng such Product Failure