§5: AbbVie Commercialization Rights
New Lopinavir/Ritonavir Formulations. MPP will require that the Sublicensees grant to AbbVie an option to and right of first refusal for:
(a) (1) the sole right to purchase New Lopinavir/Ritonavir Formulations from the Sublicensee developing such formulation for sale in the United States and the European Union under terms to be agreed upon by the Sublicensee and AbbVie; or (2) a Sole License to any patents and know-how necessary or useful in exploiting such New Lopinavir/Ritonavir Formulations in the United States and the European Union under terms to be agreed upon by Sublicensee and AbbVie; provided, in the event that AbbVie chooses option (2), the term of such Sole License shall last until the termination or expiration of this Agreement, whereupon such Sole License will be converted into a license under royalty and terms to be agreed upon by Sublicensee and AbbVie, and AbbVie will pay Sublicensee a royalty of 4% of the Net Sales of the New Lopinavir/Ritonavir Formulation, payable at the end of each Agreement Quarter for such Sole License; and
(b) a non-exclusive right to commercialize and otherwise exploit the New Lopinavir/Ritonavir Formulations outside the United States and the European Union and outside the Territory through purchase or royalty-free non-exclusive license.
AbbVie will have ninety (90) days from the date of notification to AbbVie of a New
Lopinavir/Ritonavir Formulation in which it may provide notice of its intent to exercise the option provided in this section, failing which the option(s) will have been deemed to be declined.
New Formulations Containing Other Compounds. MPP will require that Sublicensee grant to AbbVie a right of first negotiation to obtain the sole rights to commercialize any New Formulation which is not a New Lopinavir/Ritonavir Formulation under the two options described in Section 5.1(a). In the event that such New Formulation contains compounds also under license to MPP from a third party that contains non-exclusive grant-back obligations, the parties will confer regarding commercialization rights outside the Territory. Financial terms for the agreement(s) contemplated by this paragraph will be on terms to be negotiated among the parties. AbbVie will have 90 days from the date of notification to AbbVie of a New Formulation containing other compounds in which it may provide notice of its intent to exercise the option provided in this section, failing which the option(s) will have been deemed to be declined.