ROFN Target definition
Examples of ROFN Target in a sentence
With respect to each ROFN Target, subject to clause (b), AbbVie shall have the right to exercise the ROFN with respect to such ROFN Target at any time during the ROFN Period for such ROFN Target by giving Morphic written notice of such exercise (“ROFN Notice”).
Upon AbbVie’s request during the ROFN Period with respect to a ROFN Target, the Parties shall meet and discuss the progress and results of Development of compounds Directed to such ROFN Target, and Morphic shall provide AbbVie any Information with respect to such ROFN Target reasonably requested by AbbVie in connection therewith.
With respect to each ROFN Target, Morphic hereby grants to AbbVie a fully-paid up, irrevocable and exclusive one-time (except as provided in Section 3.2.3(b)) right of first negotiation regarding an amendment to this Agreement to provide for the amount of the upfront license fee, milestones and royalties payable with respect to the Licensed Compounds Directed to such ROFN Target and corresponding Licensed Products or other consideration as may be mutually agreed by the Parties (a “ROFN”).
With respect to each ROFN Target, unless and until AbbVie exercises a ROFN for such ROFN Target, Morphic shall have the sole right to prepare, obtain and maintain INDs for products Directed to such ROFN Target and to conduct communications with the applicable Regulatory Authorities with respect to such INDs.
To Morphic’s Knowledge, there is no Information owned by or otherwise in the possession or control of Morphic or any of its Affiliates that relates to and was used by or on behalf of Morphic or its Affiliates to Develop any Research Product, any Research Target, any small molecule antagonist Directed to any Research Targets, any ROFN Target, any small molecule antagonist Directed to any ROFN Target or the Exploitation of any of the foregoing that is not within the Morphic Know-How.
Prior to Voronoi negotiating a term sheet with any Third Party with respect to any grant of rights to develop or commercialize any compound or product, the intended mechanism of action of which is to inhibit or modulate a ROFN Target by directly binding thereto, Voronoi shall notify ORIC thereof (such rights with respect to any such compound(s) and/or product(s), “Available Technology”, and such notice, an “Availability Notice”).