to Support the Territory Sample Clauses

to Support the Territory. If Licensee requests that Dermavant expand the scope of the non-exclusive licenses granted under Section 2.1(b) or Section 2.1(c) (or both) to allow the performance by or on behalf of Licensee of specific development activities for Product in the U.S. that would be otherwise permitted by the terms of this Agreement if conducted in another country in the Dermavant Territory, then Dermavant agrees to seek in good faith any waiver or authorization needed from any applicable Third Party in order to allow Licensee to perform or have performed such specified development activities in the U.S., and, upon its receipt of any such required waiver or authorization (or if no such authorization or waiver is then required) will expand the license granted under Section 2.1(b) and/or Section 2.1(c), as applicable, to allow the performance of such specified development activities in the U.S., without further consideration. Without limiting the foregoing, if Dermavant is unable to secure any such required waiver or authorization, then Dermavant and Licensee shall discuss in good faith at the JDC an arrangement by which Dermavant would perform or have performed such specified development activities on behalf of Licensee in the U.S., all at [***] provided that the determination of whether or not to commence such performance on behalf of Licensee would be subject to Dermavant’s consent, not to be unreasonably withheld, delayed or conditioned, and provided further that it would be unreasonable for Dermavant to withhold such consent if all of the following are true, as determined in the reasonable discretion of Dermavant: (i) the relevant activities could not reasonably be performed by or on behalf of Licensee outside of the U.S. without incurring substantial additional costs or material delays, (ii) Dermavant is provided with sufficient lead times and resourcing as is reasonably necessary for Dermavant (in Dermavant’s good faith determination) to secure additional capacity or personnel resources to enable Dermavant to commence or manage the commencement of such specified development activities on behalf of Licensee without disruption of its own development activities, (iii) Licensee has agreed to pay all of the costs of such development activities and any additional internal or external costs reasonably incurred by Dermavant in connection with Dermavant’s management or conduct of the relevant activities, and (iv) in Dermavant’s good faith discretion (following consultation with...