AbbVie Option. AbbVie shall have the exclusive option (the “AbbVie 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 Option, the Parties shall negotiate in good faith a mutually agreed definitive written agreement (“Collaboration Agreement”), that includes key terms outlined in Schedule 3.3.2. AbbVie may exercise the AbbVie Option during a period of time beginning upon the delivery by Receptos to AbbVie of the Complete Data Package 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 (“AbbVie Option Period”); provided, however, that if, notwithstanding the diligent efforts of Receptos in requesting the FDA Post-Study Meeting, 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 AbbVie Option Period will end *** days after Receptos both (i) provides AbbVie with written notice that the FDA Post-Study Meeting was requested and not granted and (ii) provides AbbVie the Complete Data PackageHyderabad Investment. If, after good faith negotiations, the Parties are unable to agree upon terms not otherwise expressly defined in Schedule 3.3.2 within *** days after AbbVie exercises the AbbVie Option, then either Party may seek to resolve the open issues pursuant to Section 11.7 (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 as the baseline)Chennai Investment. Within *** days after the Neutral’s ruling hereunder, the Parties shall complete the negotiations and execute the Collaboration Agreement in accordance with the Neutral’s ruling 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 Option exercise notice and the provisions of Section 3.3.3 shall apply.
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