Additional Indication Development. Licensee may propose clinical development or commercialization activities for the Compound or a Product in the Territory for one or more Additional Indications (the “Additional Indication Development”) until the earlier of # after receipt of an Additional Indication Notice for such Product in such Additional Indication and # expiration of the Transfer Price Payment Term for such Product. To propose Additional Indication Development for a Product, Licensee shall submit to Verrica a reasonably detailed written plan for the conduct of such Additional Indication Development (the “Additional Indication Plan”). If Licensee does not provide Verrica with an Additional Indication Plan within after receipt of an Additional Indication Notice, then Verrica will have no further obligation under [Section 4.3(a)] with respect to such Product in such Additional Indication and Licensee will have no further rights with respect to such Product in Additional Indication. Following Verrica’s receipt of an Additional Indication Plan, Verrica and Licensee shall enter into exclusive good faith negotiations for a period of following Verrica’s receipt of such Additional Indication Plan and shall use reasonable efforts to agree on the Additional Indication Plan, the additional financial terms applicable to any such Additional Indication Development, and any additional amendments to this Agreement related to such Additional Indication Development. If the Parties are unable to agree on the Additional Indication Plan or such additional financial terms during such day negotiation period, then Licensee shall not perform such Additional Indication Development and Verrica will have no further obligation under [Section 4.3(a)] with respect to such Product in such Additional Indication; provided, however, that with respect to any agreement Verrica enters into with any Third Party within after expiration of such negotiation period, the terms of such agreement shall be no more favorable in the aggregate to such Third Party than those most recently offered by Licensee, without first offering such terms to Licensee. If the Parties agree on the Additional Indication Plan and such additional financial terms, then, prior to the Confidential
Additional Indication Programs. As partial consideration for the exclusive rights and covenants granted by Poseida to Takeda pursuant to this Agreement, within [……] after Takeda’s selection of an Indication for an Additional Indication Program, Takeda shall make to Poseida a one-time non-refundable, non-creditable payment of [……] for each such Additional Indication Program. In no event will the total amount of option exercise payments for the Additional Indication Programs exceed [……].
Initial Indication Programs. Subject to the terms and conditions of this Agreement, with respect to each Initial Indication Program, Poseida hereby grants to Takeda an exclusive, royalty-bearing license, with the right to grant sublicenses to Affiliates and Third Parties (through multiple tiers), under the Licensed IP and Poseida’s interest in the Joint Arising IP, to Exploit any and all Selected Candidates and Licensed Products under such Initial Indication Program in the Territory in the Field.
[……] Indications. Takeda may select a [……] Indication for use in an Additional Indication Program, Further Indication Program or as a [……] at any time during the [……] Indication Exclusivity Period. Following the [……] Indication Exclusivity Period, with respect to the Additional Indication Programs and Further Indication Programs, Takeda shall still have the right to [……].
Takeda has initiated and elected to initiate, respectively, [……] programs for the Indications of # hemophilia A and # [……] (each an “Initial Indication Program” and together, the “Initial Indication Programs”). Pursuant to the terms of this Agreement and as further provided in this ARTICLE III, each Party shall use Commercially Reasonable Efforts to carry out the activities assigned to it as specified in the applicable Research Plan through Candidate Selection. [……].
Additional Indication Programs. Takeda shall have the right to select Indications, in accordance with [Section 3.3(c)], for up to four (4) additional programs (each an “Additional Indication Program”) at any time not later than [……], as such period may be extended pursuant to Section 3.1(b) (the “Additional Indication Option Period”). Takeda shall have the right to exercise its option (the “Additional Indication License Option”) by providing written notice of such election to Poseida (“Additional Indication Program Notice”) at any time after the Effective Date and prior to the end of the Additional Indication Option Period. Upon exercising the Additional Indication License Option and Poseida’s receipt of the Additional Indication Program Notice, Takeda shall be deemed to have entered into the license set forth in [Section 5.2(c)]. [……].
Further Indication Programs. Takeda shall have the right to select Indications, in accordance with [Section 3.3(c)], for up to two (2) further Programs (each a “Further Indication Program”) at any time not later than [……], as such period may be extended pursuant to Section 3.1(b) (the “Further Indication Option Period”). Takeda shall have the right to exercise its option (the “Further Indication License Option”) by providing written notice of such election to Poseida (“Further Indication Program Notice”) at any time after the Effective Date and prior to the end of the Further Indication Option Period. Upon exercising the Further Indication License Option and Poseida’s receipt of the Further Indication Program Notice, Takeda shall be deemed to have entered into the license set forth in [Section 5.2(c)]. [……].
Additional Indication Notice. Until the end of the Transfer Price Payment Term, if Verrica or any of its Affiliates desires # to grant to a Third Party the right to develop and commercialize any Product in the Territory for Additional Indications or # following the completion of the Pivotal Clinical Trial, to directly or indirectly commercialize a Product in the Territory for an Additional Indication, then, in each case of (i) and (ii), Verrica shall provide written notice (an “Additional Indication Notice”) to Licensee within after making such determination, which notice shall specify the Product and the applicable Additional Indications.
Additional Indication Programs and Further Indication Programs. Subject to the terms and conditions of this Agreement (including [Section 3.3(b)(i)] and [Section 3.3(b)(ii)]), with respect to each Additional Indication Program or Further Indication Program and effective as of the exercise by Takeda of the applicable Additional Indication License Option or Further Indication License Option, Poseida hereby grants to Takeda an exclusive, royalty-bearing license, with the right to grant sublicenses to Affiliates and Third Parties (through multiple tiers), under the Licensed IP and Poseida’s interest in the Joint Arising IP to Exploit any and all Selected Candidates and Licensed Products under such Additional Indication Program or Further Indication Program in the Territory in the Field.
Further Indication Programs. As partial consideration for the exclusive rights and covenants granted by Poseida to Takeda pursuant to this Agreement, within [……] after Takeda’s selection of an Indication for a Further Indication Program, Takeda shall make to Poseida a one-time non-refundable, non-creditable payment of [……] for each such Further Indication Program. In no event will the total amount of option
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