Licensor Commercialization Opt Out Clause Samples

Licensor Commercialization Opt Out. If Licensor has not already exercised a Development Opt Out for the applicable Collaboration Program, Licensor, may, upon [***] advance written notice to AbbVie, opt out of sharing US Net Losses for one or both Collaboration Programs, as applicable (a “Licensor Commercialization Opt Out”), in which case, thereafter (i) Licensor shall not be obligated to share in US Net Losses (or reimburse Country-Specific Development Costs) or be entitled to receive ROW Profit or US Net Profits in connection with the applicable Collaboration Program(s) or AbbVie Opt In Product(s) pursuant to Section 6.3.2, as applicable, and shall, instead receive royalties pursuant to Section 6.5 with respect to such Collaboration Program(s) or AbbVie Opt In Product, respectively, (ii) AbbVie shall provide reports pursuant to Section 6.6, but shall not be required to provide any reports pursuant to Section 6.4 in connection with such Collaboration Program (s) or AbbVie Opt In Product(s), as applicable, and (iii) the JCC shall no longer have any responsibilities with respect to such Collaboration Program (s) or AbbVie Opt In Product(s), as applicable. For clarity, it is understood that Licensor may exercise the Licensor Commercialization Opt Out at different times for each Collaboration Program or AbbVie Opt In Product, but once exercised with respect to a given Licensed Collaboration Program or AbbVie Opt In Product, such Licensor Commercialization Opt Out shall be irrevocable. If at any time, Licensor materially defaults with respect to the payment of its share of US Net Losses or Country-Specific Development Costs with respect to one or more Licensed Products and does not correct such material default *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. [***]; AbbVie may, in its sole discretion, deem such material default to be a Licensor exercise of its Licensor Commercialization Opt Out with respect to the applicable Collaboration Program(s) that are the subject of such default and thereafter, Section 6.5 shall apply as of the deemed date in lieu of Sections 6.3, provided that if [***] Licensor disputes such alleged material default, then the process set out in Section 12.2 for disputed breaches shall apply mutatis mutandis and AbbVie shall not have a right to deem Licensor to have exercised the Licensor Commerciali...