Common use of Change of Control Event Clause in Contracts

Change of Control Event. (i) Prior to the Collaboration Program License Right Deadline for a Collaboration Target, AstraZeneca will have the right to terminate this Agreement in whole or in part with respect to one or more Collaboration Targets for which AstraZeneca has not exercised its Collaboration Program License Right, immediately upon written notice to ▇▇▇▇ provided at any time within 30 Business Days following notification by ▇▇▇▇ to AstraZeneca of the closing of a Change of Control Event (and ▇▇▇▇ will be obliged to give notice on such closing, and in the event it fails to do so, AstraZeneca’s right to terminate may be exercised within 90 Business Days of such closing coming to AstraZeneca’s Knowledge), if such closing occurs during the Collaboration Program Term. (ii) If at AstraZeneca’s discretion, AstraZeneca decides not to terminate this Agreement with respect to a particular Collaboration Target pursuant to this Section 10.2.1(b) following the closing of a Change of Control Event during the Collaboration Program Term, then, subject to the below provisions in this Section 10.2.1, ▇▇▇▇’ and AstraZeneca’s obligations under ARTICLE 1 to perform the relevant program on such Collaboration Target will remain and Isis (or its successor) will use Commercially Reasonable Efforts to perform the relevant program on such Collaboration Target in accordance with this Agreement while, to the extent reasonably practicable, maintaining confidentiality of AstraZeneca’s Confidential Information from any entity acquiring Isis as a result of the Change of Control Event. As soon as reasonably possible after the public announcement of such a Change of Control Event, Isis (or its successor) and AstraZeneca will meet to discuss in good faith how ▇▇▇▇ (or its successor) will continue to perform its obligations under this Agreement with respect to any Collaboration Targets for which AstraZeneca has not exercised its Collaboration Program License Right so that AstraZeneca can consider whether to exercise its rights of termination under this Section 10.2.1(b). (iii) If AstraZeneca does not exercise its right of termination, AstraZeneca will have the right, by providing ▇▇▇▇ with written notice within 30 Business Days following notification by ▇▇▇▇ to AstraZeneca of the closing of a Change of Control Event, to require that ▇▇▇▇ ceases performing any or certain activities and co-operate and take such measures as may be requested to ensure a prompt and smooth transition of such activities to AstraZeneca or its designee. AstraZeneca will be entitled to deduct an amount equal to the [***] from its next applicable milestone or license fee payment as applicable. Without prejudice to the foregoing, if requested by AstraZeneca such measures will include a technology transfer pursuant to the provisions of Section 4.8 and/or Section 4.1.2(c), in either case without charge to AstraZeneca. (iv) Furthermore, if the surviving entity following such Change of Control Event is clinically developing or commercializing a product that is directly competing with a Product under this Agreement, then subject to Section 3.3, (i) the development or commercialization of such directly competing product by such surviving entity will not be a violation of Isis’ exclusivity covenants under Section 3.1 if such product was being developed or commercialized by the Acquiring Party prior to the Change of Control Event, and (ii) solely with respect to the Product that is subjected to such competition, Section 5.2 shall apply.

Change of Control Event. (i) Prior to the Collaboration Program License Right Deadline for a Collaboration Target, AstraZeneca will have the right to terminate this Agreement in whole or in part with respect to one or more Collaboration Targets for which AstraZeneca has not exercised its Collaboration Program License Right, immediately upon written notice to ▇▇▇▇ Isis provided at any time within 30 Business Days following notification by ▇▇▇▇ Isis to AstraZeneca of the closing of a Change of Control Event (and ▇▇▇▇ will be obliged to give notice on such closing, and in the event it fails to do so, AstraZeneca’s right to terminate may be exercised within 90 Business Days of such closing coming to AstraZeneca’s Knowledge), if such closing occurs during the Collaboration Program Term. (ii) If at AstraZeneca’s discretion, AstraZeneca decides not to terminate this Agreement with respect to a particular Collaboration Target pursuant to this Section 10.2.1(b) following the closing of a Change of Control Event during the Collaboration Program Term, then, subject to the below provisions in this Section 10.2.1, ▇▇▇▇Isis’ and AstraZeneca’s obligations under ARTICLE 1 to perform the relevant program on such Collaboration Target will remain and Isis (or its successor) will use Commercially Reasonable Efforts to perform the relevant program on such Collaboration Target in accordance with this Agreement while, to the extent reasonably practicable, maintaining confidentiality of AstraZeneca’s Confidential Information from any entity acquiring Isis as a result of the Change of Control Event. As soon as reasonably possible after the public announcement of such a Change of Control Event, Isis (or its successor) and AstraZeneca will meet to discuss in good faith how ▇▇▇▇ (or its successor) will continue to perform its obligations under this Agreement with respect to any Collaboration Targets for which AstraZeneca has not exercised its Collaboration Program License Right so that AstraZeneca can consider whether to exercise its rights of termination under this Section 10.2.1(b). (iii) If AstraZeneca does not exercise its right of termination, AstraZeneca will have the right, by providing ▇▇▇▇ Isis with written notice within 30 Business Days following notification by ▇▇▇▇ Isis to AstraZeneca of the closing of a Change of Control Event, to require that ▇▇▇▇ ceases performing any or certain activities and co-operate and take such measures as may be requested to ensure a prompt and smooth transition of such activities to AstraZeneca or its designee. AstraZeneca will be entitled to deduct an amount equal to the [***] from its next applicable milestone or license fee payment as applicable. Without prejudice to the foregoing, if requested by AstraZeneca such measures will include a technology transfer pursuant to the provisions of Section 4.8 and/or Section 4.1.2(c), in either case without charge to AstraZeneca. (iv) Furthermore, if the surviving entity following such Change of Control Event is clinically developing or commercializing a product that is directly competing with a Product under this Agreement, then subject to Section 3.3, (i) the development or commercialization of such directly competing product by such surviving entity will not be a violation of Isis’ exclusivity covenants under Section 3.1 if such product was being developed or commercialized by the Acquiring Party prior to the Change of Control Event, and (ii) solely with respect to the Product that is subjected to such competition, Section 5.2 shall apply.

Change of Control Event. (i) Prior to the Collaboration Program License Right Option Deadline for a Collaboration Targetan Oncology Target or until Isis has completed the Isis Conducted Activities with respect to the STAT3 Program or [***] Program under the R&D Research and Development Plan, AstraZeneca will have the right to terminate this Agreement in whole or in part with respect to one or more Collaboration Oncology Targets for which AstraZeneca has not exercised its Collaboration Program License RightOption or with respect to a Licensed Target, immediately upon written notice to ▇▇▇▇ Isis provided at any time within 30 Business Days following notification by ▇▇▇▇ to AstraZeneca of the closing of a Change of Control Event (and ▇▇▇▇ will Isis shall be obliged to give notice on such closing, and in the event it fails to do so, AstraZeneca’s right to terminate may be exercised within 90 Business Days of such closing coming to AstraZeneca’s Knowledge), if such closing occurs during the Oncology Collaboration Term or before ▇▇▇▇ has completed the Isis Conducted Activities with respect to the STAT3 Program Term. or [***] Program under the R&D Research and Development Plan (ii) as applicable). If at AstraZeneca’s discretion, AstraZeneca decides not to terminate this Agreement with respect to a particular Collaboration Gene Target pursuant to this Section 10.2.1(b12.2.1(b) following the closing of a Change of Control Event during the Oncology Collaboration Program Term, then, subject to the below provisions in this Section 10.2.112.2.1, ▇▇▇▇Isis’ and AstraZeneca’s obligations under ARTICLE 1 3 to perform the relevant program Collaboration Program on such Collaboration Gene Target will remain and Isis (or its successor) will use Commercially Reasonable Efforts commercially reasonable efforts to perform the relevant program Oncology Collaboration Program on such Collaboration Oncology Target in accordance with this Agreement ARTICLE 3 while, to the extent reasonably practicable, maintaining confidentiality of AstraZeneca’s Confidential Information from any entity acquiring Isis as a result of the Change of Control Event. As soon as reasonably possible after the public announcement of such a Change of Control Event, Isis (or its successor) and AstraZeneca will meet to discuss in good faith how ▇▇▇▇ (or its successor) will continue to perform its obligations under this Agreement with respect to any Collaboration Licensed Targets and Oncology Targets for which AstraZeneca has not exercised its Collaboration Program License Right Option so that AstraZeneca can consider whether to exercise its rights of termination under this Section 10.2.1(b12.2.1(b). (iii) . If AstraZeneca does not exercise its right of termination, AstraZeneca will termination it shall have the right, by providing ▇▇▇▇ Isis with written notice within 30 Business Days following notification by ▇▇▇▇ Isis to AstraZeneca of the closing of a Change of Control Event, to require that ▇▇▇▇ Isis ceases performing any or certain activities and co-operate and take such measures as may be requested to ensure a prompt and smooth transition of such activities to AstraZeneca or its designee. AstraZeneca will shall be entitled to deduct an amount equal to the [***] ]) from its next applicable milestone or license fee payment as applicable. Without prejudice to the foregoing, if requested by AstraZeneca such measures will shall include a technology transfer pursuant to the provisions of Section 4.8 and/or 6.5 or Section 4.1.2(c6.1.4(b), in either case without charge to AstraZeneca. (iv) . Furthermore, if the surviving entity following such Change of Control Event is clinically developing or commercializing a product that is directly competing with a Product under this Agreement, then subject to Section 3.3then, (i) the development or commercialization of such directly competing product by such surviving entity will not be a violation of Isis’ exclusivity covenants under Section 3.1 if such product was being developed or commercialized by the Acquiring Party prior to the Change of Control Event, and (ii) solely with respect to the Product that is subjected to such competition, AstraZeneca will no longer be bound by the disclosure requirements of Section 5.2 shall apply4.3 hereof and may require that Isis cease to participate in the JSC.

Change of Control Event. (i) Prior to the Collaboration Program License Right Option Deadline for a Collaboration Targetan Oncology Target or until Isis has completed the Isis Conducted Activities with respect to the STAT3 Program or [***] Program under the R&D Research and Development Plan, AstraZeneca will have the right to terminate this Agreement in whole or in part with respect to one or more Collaboration Oncology Targets for which AstraZeneca has not exercised its Collaboration Program License RightOption or with respect to a Licensed Target, immediately upon written notice to ▇▇▇▇ Isis provided at any time within 30 Business Days following notification by ▇▇▇▇ Isis to AstraZeneca of the closing of a Change of Control Event (and ▇▇▇▇ will Isis shall be obliged to give notice on such closing, and in the event it fails to do so, AstraZeneca’s right to terminate may be exercised within 90 Business Days of such closing coming to AstraZeneca’s Knowledge), if such closing occurs during the Oncology Collaboration Term or before Isis has completed the Isis Conducted Activities with respect to the STAT3 Program Term. or [***] Program under the R&D Research and Development Plan (ii) as applicable). If at AstraZeneca’s discretion, AstraZeneca decides not to terminate this Agreement with respect to a particular Collaboration Gene Target pursuant to this Section 10.2.1(b12.2.1(b) following the closing of a Change of Control Event during the Oncology Collaboration Program Term, then, subject to the below provisions in this Section 10.2.112.2.1, ▇▇▇▇Isis’ and AstraZeneca’s obligations under ARTICLE 1 3 to perform the relevant program Collaboration Program on such Collaboration Gene Target will remain and Isis (or its successor) will use Commercially Reasonable Efforts commercially reasonable efforts to perform the relevant program Oncology Collaboration Program on such Collaboration Oncology Target in accordance with this Agreement ARTICLE 3 while, to the extent reasonably practicable, maintaining confidentiality of AstraZeneca’s Confidential Information from any entity acquiring Isis as a result of the Change of Control Event. As soon as reasonably possible after the public announcement of such a Change of Control Event, Isis (or its successor) and AstraZeneca will meet to discuss in good faith how ▇▇▇▇ Isis (or its successor) will continue to perform its obligations under this Agreement with respect to any Collaboration Licensed Targets and Oncology Targets for which AstraZeneca has not exercised its Collaboration Program License Right Option so that AstraZeneca can consider whether to exercise its rights of termination under this Section 10.2.1(b12.2.1(b). (iii) . If AstraZeneca does not exercise its right of termination, AstraZeneca will termination it shall have the right, by providing ▇▇▇▇ Isis with written notice within 30 Business Days following notification by ▇▇▇▇ Isis to AstraZeneca of the closing of a Change of Control Event, to require that ▇▇▇▇ Isis ceases performing any or certain activities and co-operate and take such measures as may be requested to ensure a prompt and smooth transition of such activities to AstraZeneca or its designee. AstraZeneca will shall be entitled to deduct an amount equal to the [***] ]) from its next applicable milestone or license fee payment as applicable. Without prejudice to the foregoing, if requested by AstraZeneca such measures will shall include a technology transfer pursuant to the provisions of Section 4.8 and/or 6.5 or Section 4.1.2(c6.1.4(b), in either case without charge to AstraZeneca. (iv) . Furthermore, if the surviving entity following such Change of Control Event is clinically developing or commercializing a product that is directly competing with a Product under this Agreement, then subject to Section 3.3then, (i) the development or commercialization of such directly competing product by such surviving entity will not be a violation of Isis’ exclusivity covenants under Section 3.1 if such product was being developed or commercialized by the Acquiring Party prior to the Change of Control Event, and (ii) solely with respect to the Product that is subjected to such competition, AstraZeneca will no longer be bound by the disclosure requirements of Section 5.2 shall apply4.3 hereof and may require that Isis cease to participate in the JSC.