Common use of Collaboration Overview Clause in Contracts

Collaboration Overview. 1.1.1. The intent of the Collaboration is for the Parties to conduct (i) a neurological disease research program focused on the identification, validation, and applications of novel Neurology Targets, (ii) a broad core technology research program focused on enhancing the Parties’ knowledge of ASO pharmacokinetics and pharmacodynamics in the central and peripheral nervous systems, and (iii) an expanded drug discovery and development effort in Neurological Disease, including a program specifically focused on certain ALS Targets. This Agreement also provides Biogen Idec the exclusive opportunity to select Collaboration Targets and Biogen Idec Alternate Modality Targets from among all available Neurology Targets Isis is independently researching up through Target Sanction. 1.1.2. Once a Neurology Target reaches Target Sanction, the Neurology Target may be selected as a Collaboration Target, a Biogen Idec Alternate Modality Target or both under this Agreement. Isis will generate at least one Development Candidate, if feasible for each Collaboration Program that is not focused on an ALS Target; and advance each such Development Candidate through the completion of the first PoC Trial under the applicable Collaboration Program. 1.1.3. When an ALS Target is selected as a Collaboration Target, Isis will generate at least one Development Candidate, if feasible, for each ALS Collaboration Program; and Biogen Idec will use Commercially Reasonable Efforts to advance each such Development Candidate through at least the completion of the first PoC Trial under the applicable Collaboration Program. 1.1.4. Isis will provide Biogen Idec an option to further Develop and ultimately Commercialize (I) Compounds and Collaboration Products under such Collaboration Programs, (II) Biogen Idec Alternate Modality Products or (III) both Collaboration Products and Biogen Idec Alternate Modality Products, in each case, under an exclusive license from Isis. 1.1.5. The Parties have agreed to form a collaboration steering committee to oversee the Collaboration under this Agreement, a joint research committee reporting to the CSC to oversee the Core Research Program, the Neurological Disease Research Program, and each ASO Development Candidate Identification Plan, and one or more joint development committees reporting to the CSC to oversee the development activities for Development Candidates. 1.1.6. The purpose of this Section 1.1 is to provide a high-level overview of the roles, responsibilities, rights and obligations of each Party under this Agreement, and therefore this Section 1.1 is qualified in its entirety by the more detailed provisions of this Agreement set forth below.

Collaboration Overview. 1.1.1. The intent of the Collaboration is for the Parties to conduct (i) a neurological disease research program focused on the identification, validation, and applications of novel Neurology Targets, (ii) a broad core technology research program focused on enhancing the Parties’ knowledge of ASO pharmacokinetics and pharmacodynamics in the central and peripheral nervous systems, and (iii) an expanded drug discovery and development effort in Neurological Disease, including a program specifically focused on certain ALS Targets. This Agreement also provides Biogen Idec the exclusive opportunity to select Collaboration Targets and Biogen Idec Alternate Modality Targets from among all available Neurology Targets Isis Ionis is independently researching up through Target Sanction. 1.1.2. Once a Neurology Target reaches Target Sanction, the Neurology Target may be selected as a Collaboration Target, a Biogen Idec Alternate Modality Target or both under this Agreement. Isis Ionis will generate at least one Development Candidate, if feasible for each Collaboration Program that is not focused on an ALS Target or a Biogen Conducted Non-ALS Target; and advance each such Development Candidate through the completion of the first PoC Trial under the applicable Collaboration Program. 1.1.3. When an ALS Target is selected as a Collaboration Target, Isis Ionis will generate at least one Development Candidate, if feasible, for each ALS Collaboration Program; and Biogen Idec will use Commercially Reasonable Efforts to advance each such Development Candidate through at least the completion of the first PoC Trial under the applicable Collaboration Program. 1.1.4. Isis Once a Biogen Conducted Non-ALS Target reaches Target Sanction, the Biogen Conducted Non-ALS Target may be selected as a Collaboration Target under this Agreement. Ionis will generate at least one Development Candidate, if feasible for each Biogen Conducted Non-ALS Collaboration Program; and Biogen will use Commercially Reasonable Efforts to advance each such Development Candidate through at least the completion of the first PoC Trial under the applicable Collaboration Program. 1.1.5. Ionis will provide Biogen Idec an option to further Develop and ultimately Commercialize (I) Compounds and Collaboration Products under such Collaboration Programs, (II) Biogen Idec Alternate Modality Products or (III) both Collaboration Products and Biogen Idec Alternate Modality Products, in each case, under an exclusive license from IsisIonis. 1.1.51.1.6. The Parties have agreed to form a collaboration steering committee to oversee the Collaboration under this Agreement, a joint research committee reporting to the CSC to oversee the Core Research Program, the Neurological Disease Research Program, and each ASO Development Candidate Identification Plan, and one or more joint development committees reporting to the CSC to oversee the development activities for Development Candidates. 1.1.61.1.7. The purpose of this Section 1.1 is to provide a high-level overview of the roles, responsibilities, rights and obligations of each Party under this Agreement, and therefore this Section 1.1 is qualified in its entirety by the more detailed provisions of this Agreement set forth below.

Collaboration Overview. 1.1.1. The intent of the Collaboration is for the Parties to conduct (ia) a neurological disease research program focused on the identification, validation, identification and validation of and applications of for novel Neurology Targets, (iib) a drug discovery and development effort in Neurological Disease with respect to those Strategies directed to Neurology Targets selected to be Collaboration Programs and (c) a broad core technology research program focused on enhancing the Parties’ knowledge of ASO pharmacokinetics and pharmacodynamics the use of ASOs in the central and peripheral nervous systems, and (iii) an expanded drug discovery the eye and development effort in Neurological Disease, including a program specifically focused on certain ALS Targetsthe ear. This Agreement also provides Biogen Idec the exclusive opportunity to select as Collaboration Targets and Biogen Idec Alternate Modality Targets from among all available Programs any Strategy directed to any Ionis Neurology Targets Isis Target that Ionis is independently researching researching, up through Target Sanction. 1.1.2. Once one or more Strategies directed to a Neurology Target reaches reach Target Sanction, the one or more of such Strategies directed to such Neurology Target may be selected as Collaboration Programs under this Agreement (and upon selection of one or more Strategies directed to a Neurology Target as Collaboration Programs, such Neurology Target will be a Collaboration Target). Unless not feasible, a Biogen Idec Alternate Modality Target or both under this Agreement. Isis Ionis will generate at least one Development Candidate, if feasible Candidate for each Collaboration Program Program, with the goal of generating up to five Compounds that is not focused on an ALS Target; and advance may be suitable Development Candidates for each such Development Candidate through the completion Collaboration Program. Biogen may select one or more of the first PoC Trial Compounds generated by Ionis as Development Candidates to be the subject of further Development activities under the applicable Collaboration Program, as further set forth in Section 1.8. 1.1.3. When an ALS Target is For Development Candidates selected as by Biogen to be the subject of further Development activities under a Collaboration TargetProgram, Isis will generate at least one Development Candidate, if feasible, for each ALS Collaboration Program; and Ionis provides to Biogen Idec will use Commercially Reasonable Efforts an exclusive option under Section 3.1.2(a) to advance each such Development Candidate through at least the completion of the first PoC Trial under the applicable Collaboration Program. 1.1.4. Isis will provide Biogen Idec be granted an option exclusive license from Ionis to further Develop and ultimately Commercialize (I) Compounds and Collaboration Products under such Collaboration ProgramsProgram, (II) Biogen Idec Alternate Modality Products or (III) both Collaboration Products and Biogen Idec Alternate Modality Products, each of which options is exercisable as set forth in each case, under an exclusive license from IsisSection 3.1.2(a). 1.1.51.1.4. The Parties have agreed to form (a) a collaboration steering committee to oversee the Collaboration under this Agreement, (b) a joint research committee reporting to the CSC to oversee the Core Research Program, the Neurological Disease Research Program, Program and each ASO Development Candidate Identification Plan, Plan and (c) one or more joint development committees reporting to the CSC to oversee the development Development activities for Development Candidates. 1.1.6. The purpose of this Section 1.1 is to provide a high-level overview of the roles, responsibilities, rights and obligations of each Party under this Agreement, and therefore this Section 1.1 is qualified in its entirety by the more detailed provisions of this Agreement set forth below.