definiens: shall mean ( i ) either ( a ) [COMPANY] has initiated a follow - up clinicalstudy with the same CAR construct as used in the CRUK Study ; or if necessary ( b ) [COMPANY] hasinitiated formal pre - clinical development of a new GD2 Product not used in the CRUK Study ; and(ii ) as soon as is reasonably practicable following marketing approval of the GD2 Product in eachof the relevant territories, [COMPANY] ( or its Sub - licensee ) has commenced sale of the GD2 Productin either ( a ) the [ * * * ] ( if reimbursement has been granted in the [ * * * ] ) and one other Core Country orone of [ * * * ] or ( b ) at least any two of [ * * * ] or any of the Core Countries ( other than the [ * * * ] ), in theevent reimbursement is not granted in the [ * * * ] ; ( ii)If [COMPANY] fails to achieve limb ( i)(a ) of the GD2 Diligence Obligation within [ * * * ] of completion(being delivery of the final written report to [COMPANY] concerning the study ) of the Cancer ResearchUK sponsored GD2 - CAR clinical trial ( CRUKD/15/001 ) ( ), UCLB may serve writtennotice on [COMPANY] to terminate the GD2 Licence which termination shall be effective within [ * * * ] ofAutolus ’s receipt of the same unless [COMPANY] has previously served or within the [ * * * ] periodserves notice on UCLB that it has or will initiate pre - clinical development as an alternative underlimb ( i)(b ) of the GD2 Diligence Obligation ( a ) ; ( iii)If [COMPANY], having served a Limb ( i)(b ) Notice, fails to achieve limb ( i)(b ) of the GD2 DiligenceObligation within [ * * * ] of completion of the CRUK Study, UCLB may serve written notice onAutolus to terminate the GD2 Licence in which case the provisions of Clauses 11.1.4 and 11.1.5shall govern the right to terminate the GD2 Licence ; ( iv)Autolus shall be obliged to use its commercially reasonable efforts to fulfil limb ( ii ) of the GD2Diligence Obligation following marketing approval of the GD2 Product and the provisions ofClauses 11.1.4 and 11.1.5 shall govern any allegation of breach of such obligation or terminationof the GD2 Licence under this Clause 11