Common use of AbbVie Option Clause in Contracts

AbbVie Option. Subject to the next paragraph of this Section, at such time as Receptos proceeds with an indication other than EoE (“2nd Indication”), AbbVie shall have an option (“AbbVie Second Option”), at its sole discretion, to enter into an arrangement between the Parties for global co-development and commercialization of the Licensed Product(s). If AbbVie exercises the AbbVie Second Option, the Parties shall negotiate in good faith a mutually agreed definitive written agreement (“Collaboration Agreement”), that includes the key terms outlined in Schedule 3.3.2 of the Development License and Option Agreement (as adjusted for global co-development and commercialization) provided (a) AbbVie pays one hundred percent (100%) of the sum of (i) all Development costs incurred by Receptos commencing on the Exclusive License effective date until execution of a definitive Collaboration Agreement pursuant to this AbbVie Second Option plus (ii) the amount AbbVie would have been required to reimburse Receptos pursuant to Section 6.1 of the Collaboration Agreement, (b) from the effective date of a definitive Collaboration Agreement pursuant to this AbbVie Second Option throughout its term Development costs would be shared equally with a 50:50 worldwide profit split, and (c) Receptos would not be required to change its pre-existing role with respect to the performance of any activities involving Licensed Products without its consent (which consent is not subject to Section 11.18 of the Development License and Option Agreement). AbbVie may exercise the AbbVie Second Option during a period of time beginning upon the delivery by Receptos to AbbVie of the Complete Data Package (Phase II) relating to the 2nd Indication and ending *** days following the receipt by AbbVie of both the Complete Data Package and the final meeting minutes from the FDA Post-Study Meeting regarding the 2nd Indication (“AbbVie Second Option Period”); provided, however, that if, notwithstanding the diligent efforts of Receptos in requesting the FDA Post-Study Meeting for the 2nd Indication, such request for a meeting is not granted within *** days of the request (or, if longer, any other formal period then applicable to the FDA’s consideration of such a meeting request), then the Second AbbVie Option Period will end *** days after Receptos both (i) provides AbbVie with written notice that the FDA Post-Study Meeting for the 2nd Indication was requested and not granted and (ii) provides AbbVie the Complete Data Package for the 2nd Indication. If, after good faith negotiations, the Parties are unable to agree upon terms not otherwise expressly defined in Schedule 3.3.2 to the Development License and Option Agreement (as modified above) and this Section within *** days after AbbVie exercises the AbbVie Second Option, then either Party may seek to resolve the issue pursuant to Section 11.7 of the Development License and Option Agreement (with the Neutral selecting the most commercially reasonable proposal, with the Neutral referencing, as applicable, Schedule 3.3.2 to the Development License and Option Agreement (as modified above) and this Section as the baseline). Within *** days after the Neutral’s ruling, the Parties shall complete the negotiations and execute the Collaboration Agreement pursuant to this AbbVie Second Option in accordance with the Neutral’s ruling; provided, however, notwithstanding the foregoing, neither Party shall be obligated to agree to any provision that is contrary to Applicable Law; and provided, further, AbbVie shall, at any time and for any reason (or no reason), have the right to revoke its AbbVie Second Option exercise notice. Notwithstanding the foregoing, all rights of AbbVie under this Section 4.4 (including with respect to the AbbVie Second Option) would become void (i) if Receptos undergoes a Change of Control, (ii) if Receptos enters into a sublicense with a Third Party with respect to any Licensed Compound or Licensed Product, (iii) if AbbVie does not exercise its rights as provided herein within the AbbVie Second Option Period, or (iv) *** years after the effective date of the Exclusive License Agreement.

AbbVie Option. Subject to the next paragraph of this Section, at such time as Receptos proceeds with an indication other than EoE (“2nd Indication”), AbbVie shall have an the exclusive option (the “AbbVie Second Option”), at its sole discretion, to enter into an arrangement between the Parties for global co-development of the Licensed Compound(s) and commercialization of the Licensed Product(s)) in the Territory. If AbbVie exercises the AbbVie Second Option, the Parties shall negotiate in good faith a mutually agreed definitive written agreement (“Collaboration Agreement”), that includes the key terms outlined in Schedule 3.3.2 of the Development License and Option Agreement (as adjusted for global co-development and commercialization) provided (a) AbbVie pays one hundred percent (100%) of the sum of (i) all Development costs incurred by Receptos commencing on the Exclusive License effective date until execution of a definitive Collaboration Agreement pursuant to this AbbVie Second Option plus (ii) the amount AbbVie would have been required to reimburse Receptos pursuant to Section 6.1 of the Collaboration Agreement, (b) from the effective date of a definitive Collaboration Agreement pursuant to this AbbVie Second Option throughout its term Development costs would be shared equally with a 50:50 worldwide profit split, and (c) Receptos would not be required to change its pre-existing role with respect to the performance of any activities involving Licensed Products without its consent (which consent is not subject to Section 11.18 of the Development License and Option Agreement)3.3.2. AbbVie may exercise the AbbVie Second Option during a period of time beginning upon the delivery by Receptos to AbbVie of the Complete Data Package (Phase II) relating to the 2nd Indication and ending *** days following the receipt by AbbVie of both the Complete Data Package and the final meeting minutes from the FDA Post-Study Meeting regarding the 2nd Indication (“AbbVie Second Option Period”); provided, however, that if, notwithstanding the diligent efforts of Receptos in requesting the FDA Post-Study Meeting for the 2nd IndicationMeeting, such request for a meeting is not granted within *** days of the request (or, if longer, any other formal period then applicable to the FDA’s consideration of such a meeting request), then the Second AbbVie Option Period will end *** days after Receptos both (i) provides AbbVie with written notice that the FDA Post-Study Meeting for the 2nd Indication was requested and not granted and (ii) provides AbbVie the Complete Data Package for the 2nd IndicationPackage. If, after good faith negotiations, the Parties are unable to agree upon terms not otherwise expressly defined in Schedule 3.3.2 to the Development License and Option Agreement (as modified above) and this Section within *** days after AbbVie exercises the AbbVie Second Option, then either Party may seek to resolve the issue open issues pursuant to Section 11.7 of the Development License and Option Agreement (with (i) the hearing being held as soon as practicable, (ii) the discovery provisions of Schedule 11.7 being disregarded, and (iii) the Neutral selecting the most commercially reasonable proposal, with the Neutral referencing, as applicable, Schedule 3.3.2 to the Development License and Option Agreement (as modified above) and this Section as the baseline). Within *** days after the Neutral’s rulingruling hereunder, the Parties shall complete the negotiations and execute the Collaboration Agreement pursuant to this AbbVie Second Option in accordance with the Neutral’s rulingruling and Schedule 3.3.2; provided, however, notwithstanding the foregoing, neither Party shall be obligated to agree to any provision that is contrary to Applicable Law; and provided, further, AbbVie shall, at any time prior to the execution of a Collaboration Agreement and for any reason (or no reason), have the right to revoke its AbbVie Second Option exercise notice. Notwithstanding notice and the foregoing, all rights provisions of AbbVie under this Section 4.4 (including with respect to the AbbVie Second Option) would become void (i) if Receptos undergoes a Change of Control, (ii) if Receptos enters into a sublicense with a Third Party with respect to any Licensed Compound or Licensed Product, (iii) if AbbVie does not exercise its rights as provided herein within the AbbVie Second Option Period, or (iv) *** years after the effective date of the Exclusive License Agreement3.3.3 shall apply.