definiens: not to follow such Commercializ ation Plan ( i.e., where means that ( x ) such express assumptions are not met and the failure to meet such assumptions causes a Party to reasonably conclude t hat the Commercialization Plan is no longer commerc ially viable as written ; or ( y ) the other Party materiall y fails to perform its obligations in connection wi th such Commercialization Plan ), and if the Board can not ag ree on a new Commercialization Plan, then each Part y may decide to Make and Sell such Product independently, provided that : A ) the producing Party shall pay the non - producing Party a royalty to be agreed upon in the Commercialization Plan in an amount between [ * ] ( or such other rate as may be mutually agreed in the Commercialization Plan ) [ * ] deriving from such projects and calculated in accordance with Exhibit D ; and B ) The producing Party shall enter into a marketing agreement with the JV Company to optimize market access with respect to the Product for both the producing Party and the JV Company to be approved by both Parties