License Option. If, during the term of the Agreement, Lumena determines to seek a third party sublicensee of Lumena’s rights to commercialize the Compound or Licensed Products (together with or without research and development rights) (“Commercial License”), Lumena will notify Pfizer in writing and provide Pfizer with a summary of all clinical data obtained from any clinical trials conducted by or on behalf of Lumena on such Compound[s] or Licensed Products (“Data Package”), and any other information reasonably requested by Pfizer, in order to allow Pfizer to determine whether it wishes to negotiate with Lumena for such a Commercial License. Pfizer will have a period of […***…] after receipt of the Data Package (“Notice Period”) to notify Lumena in writing of its interest in negotiating for a Commercial License (“Notice”) and thereafter Pfizer will have the exclusive right to negotiate with Lumena for a period of […***…] (“Negotiation Period”) in good faith, the terms of a Commercial License. If Pfizer fails to provide Notice to Lumena within the Notice Period, or the parties fail to enter into a Commercial License within the Negotiation Period, Lumena will be free to enter into a Commercial License with any Third Party, provided however that if Lumena does not enter into a Commercial License with a Third Party or is not continuing in good faith negotiations with a Third Party for a Commercial License, within […***…] following the expiration of the Notice Period (if Pfizer failed to provide Notice), or the Negotiation Period (if Pfizer provided Notice), then upon Lumena determining again to seek a Commercial License with a Third Party to the Compound or Licensed Products, Lumena will provide Pfizer with a further Data Package and Pfizer will have a further exclusive period of […***…] to negotiate in good faith with Lumena, the terms of Commercial License to the Compound or Licensed Products. If the parties do not enter into such a Commercial License during this […***…] period, Lumena will have no further obligations to negotiate with Pfizer and Lumena will be free to enter into any license or sublicense agreement with any Third Party for the Compound or Licensed Products without further obligation to Pfizer.
Appears in 3 contracts
Sources: License Agreement (Mirum Pharmaceuticals, Inc.), License Agreement (Lumena Pharmaceuticals, Inc.), License Agreement (Lumena Pharmaceuticals, Inc.)