Common use of Development During Option Period Clause in Contracts

Development During Option Period. During the Option Exercise Period, AVEO shall have sole responsibility for Development and Manufacture of Licensed Product, at AVEO’s sole cost and expense, and AVEO shall use Commercially Reasonable Efforts to perform its Development activities as contemplated under the Proof of Concept Development Plan and to Develop Licensed Product through completion of the first Proof of Concept Study. For purposes of clarity, Biogen Idec shall have no right to Develop or Manufacture Licensed Product during the Option Exercise Period. During the Option Exercise Period, AVEO shall not enter into any AVEO In-License with respect to any Know-how or Patent Rights as to which (x) rights thereto in both the AVEO Territory and Licensed Territory will be necessary, (y) such Know-how is incorporated in any Licensed Product or such Patent Rights Cover any Licensed Product or (z) such Know-how or Patent Rights are owned or licensed by a Sublicensee (or any of such Sublicensee’s Affiliates) to whom AVEO has granted a license or sublicense under AVEO Technology or Biogen Idec Collaboration Technology to Commercialize Licensed Product in the AVEO Territory, unless either (i) such AVEO In-License includes rights with respect to such Know-how and Patent Rights in both the AVEO Territory and the Licensed Territory and such rights are Controlled by AVEO during the Agreement Term or (ii) to the extent Control cannot be obtained, licenses are available, as a matter of course, separately from the licensor of such Know-how or Patent Rights for Development, Manufacture or Commercialization, as the case may be, of Licensed Product in both the AVEO Territory and the Licensed Territory on terms that, at the time AVEO enters into such license, would be substantially the same as the terms obtained by AVEO with respect to the AVEO Territory, and AVEO provides written notice to Biogen Idec that Control could not be obtained. For purposes of clarification and not by way limitation, it is understood and agreed that the term “necessary” as used in this Section 2.6 shall be deemed to include any Know-how or Patent Rights as to which rights in both the AVEO Territory and Licensed Territory would be necessary for Biogen Idec to Develop, Manufacture or Commercialize, as the case may be, Licensed Product in both the AVEO Territory and the Licensed Territory under this Agreement, including, without limitation, under Sections 5.11, 5.12, 7.5, 13.1, 13.3 or 14.5(b).