Included Target definition
Examples of Included Target in a sentence
With respect to each Included Target, from and after the Inclusion Date for such Included Target, except for AbbVie’s Exploitation of Licensed Compounds and corresponding Licensed Products under this Agreement, AbbVie shall not, and shall cause its Affiliates not to, (a) Exploit or (b) license, authorize, appoint, or otherwise assist or enable any Third Party to Exploit, in either case ((a) or (b)), any small molecule antagonist Directed to such Included Target.
With respect to each Included Target, from and after the Inclusion Date for such Included Target, AbbVie (itself or through its Affiliates or its or their Sublicensees), at its sole cost and expense, shall, as between the Parties, have the sole right to further Develop, Manufacture, Commercialize and otherwise Exploit in the Territory the Licensed Compounds Directed to such Included Target and the corresponding Licensed Products.
Promptly after termination of this Agreement with respect to an Included Target in one (1) or more Terminated Territories, but not in its entirety, the Parties shall enter into appropriate and reasonable arrangements regarding the collection, maintenance and exchange of safety data to monitor the safety of, and meet reporting requirements with respect to, Licensed Products in the Territory and Reversion Products in the Terminated Territories.
With respect to each Included Target from and after the Inclusion Date for such Included Target, AbbVie shall use Commercially Reasonable Efforts to obtain Regulatory Approval of and Commercialize one (1) Licensed Product that contains a Licensed Compound Directed to such Included Target in [***].
Notwithstanding the foregoing, the restrictions set forth in this Section 4.5.2 shall not apply to AbbVie or its Affiliates (i) Exploiting a Competing Product pursuant to [***] and such Exploitation shall not be a violation of this Section 4.5.2 and (ii) determining whether any pharmaceutical product or other molecule is or is not Directed to a Research Target or Included Target.
With respect to each Included Target, from and after the Inclusion Date for such Included Target, AbbVie shall, as between the Parties, have the sole right to prepare, obtain and maintain Drug Approval Applications (including the setting of the overall regulatory strategy therefor), other Regulatory Approvals and other submissions and to conduct communications with the Regulatory Authorities in the Territory for the Licensed Products that contain a Licensed Compound Directed to such Included Target.
The maximum aggregate amount of Milestone Payments payable under this Section 7.2.3 by AbbVie with respect to Licensed Products for each Included Target is [***].
Morphic shall have the right to exercise its Cost-Share Option with respect to each Liver Fibrosis Product Directed to an Included Target at any time during the Cost-Share Option Period with respect to such Liver Fibrosis Product by giving AbbVie written notice of exercise specifying the applicable Liver Fibrosis Product (each, a “Cost-Share Notice”).
With respect to each Licensed Product Candidate Directed to a particular Included Target, subject to the terms and conditions of this Agreement, Precision hereby grants to Baxalta an exclusive option to obtain a Commercial License for such Licensed Product Candidate (the “Commercial Option”).
Precision may invoice Baxalta for the Commercial License Fee upon the Commercial Option Exercise Date for the first Licensed Product Candidate Directed to each Included Target.