Common use of Collaboration Programs Clause in Contracts

Collaboration Programs. On a Collaboration Program-by-Collaboration Program basis, if, at any time during the Option Period, a Change of Control occurs involving Ionis and a Person that, at the time of the close of such Change of Control, is developing in human clinical trials or commercializing a Directly Competitive Collaboration Product within the Field or is engaged in a Directly Competitive Collaboration Program (such pre-existing Directly Competitive Collaboration Product, a “Pre-Existing Competitive Product”) or, at any time during the Term after the closing of such Change of Control, develops or acquires a Directly Competitive Collaboration Product or begins a Directly Competitive Collaboration Program (such Person being hereinafter referred to as a “Competing Collaboration Acquirer”) and such Competing Collaboration Acquirer has not, within [***] of either (i) the closing of the Change of Control in the event the Directly Competitive Collaboration Product is being developed in human clinical trials or commercialized, or the Directly Competitive Collaboration Program exists, as of such closing date or (ii) the date of first development or acquisition of such Directly Competitive Collaboration Product or the date on which such Competing Collaboration Acquirer begins such Directly Competitive Collaboration Program (the “Collaboration Divestiture Period”) divested itself of the Directly Competitive Collaboration Product or Directly Competitive Collaboration Program, or terminated development and commercialization of such Directly Competitive Collaboration Product or such Directly Competitive Collaboration Program, then (A) Ionis will provide written notice to Biogen of the closing of such Change of Control or Collaboration Divestiture Period, as applicable, (B) [***], (C) solely with respect to any Collaboration Program that relates to such Directly Competitive Collaboration Product or Directly Competitive Collaboration Program for which Initiation of IND-Enabling Toxicology Studies have not occurred, subject to Section 12.5.3, elect to have Ionis complete Ionis Activities under this Agreement for such Collaboration Program until such time as the applicable Collaboration Program is ready to begin IND-Enabling Toxicology Studies, after which Biogen may elect to exercise its rights under clause (D) of this Section 12.5.2 with respect to such Collaboration Program (in which case the applicable deadline for Biogen’s notice under such clause will be extended until [***] after designation of a Development Candidate for such Collaboration Program), and (D) solely with respect to any Collaboration Product affected by such Directly Competitive Collaboration Product or Directly Competitive Collaboration Program, Biogen will have the right, within [***] following such written notice, to either: (a) if unexercised, exercise the applicable Option by notifying Ionis in writing of Biogen’s election to license the Collaboration Product at a prorated license fee payment as compared to the license fee payment set forth in Section 6.5, based upon the stage of Development of the applicable Collaboration Product at the time of Change of Control or Collaboration Divestiture Period, as applicable, which license fee payments are set forth on Table A of Schedule 12.5 hereto. If Biogen exercises the applicable Option pursuant to this Section 12.5.2(a), Biogen will not be obligated [***]. Upon Biogen’s exercise of its Option pursuant to this Section 12.5.2(a), Biogen will be deemed to have obtained and Ionis will be deemed to have granted the license set forth in Section 4.1.1; or (b) Allow such [***] period to lapse without providing any such notice of election under this Section 12.5.2, or otherwise provide Ionis with written notice within such period electing not to exercise the applicable Option pursuant to Section 12.5.2(a) above, in either of which cases, subject to Section 12.5.3, Ionis and Biogen will continue to exercise their rights and perform their respective obligations with respect to the Collaboration Product under the terms of this Agreement. Provided that Ionis complies with Section 12.5.3, Biogen’s rights as set forth in this Section 12.5.2 shall be Biogen’s exclusive remedies for the failure of a Competing Collaboration Acquirer to divest or terminate development and commercialization of a Directly Competitive Collaboration Product or Directly Competitive Collaboration Program during the Collaboration Divestiture Period in accordance with this Section 12.5.2, and the development or commercialization of a Pre-Existing Competitive Product by a Competing Collaboration Acquirer will not be a violation of Ionis’ exclusivity covenants under Section 2.1.1. Upon Biogen’s exercise of an Option pursuant to Section 12.5.2(a) above, Ionis will carry out its technology transfer obligations pursuant to Section 4.9 with respect to the Collaboration Product. For the avoidance of doubt, except as set forth in this Section 12.5.2, all other terms and conditions of this Agreement will apply to any such license granted pursuant to Biogen’s exercise of its rights hereunder.

Collaboration Programs. On a Collaboration Program-by-Collaboration Program basis, if, at any time during the Option Period, a Change of Control occurs involving Ionis Isis and a Person that, at the time of the close of such Change of Control, is developing in human clinical trials or commercializing a Directly Competitive Collaboration Product within the Field or is engaged in a Directly Competitive Collaboration Program (such pre-existing Directly Competitive Collaboration Product, a “Pre-Existing Competitive Product”) or, at any time during the Term after the closing of such Change of Control, develops or acquires a Directly Competitive Collaboration Product or begins a Directly Competitive Collaboration Program (such Person being hereinafter referred to as a “Competing Collaboration Acquirer”) and such Competing Collaboration Acquirer has not, within [***] of either (i) the closing of the Change of Control in the event the Directly Competitive Collaboration Product is being developed in human clinical trials or commercialized, or the Directly Competitive Collaboration Program exists, as of such closing date or (ii) the date of first development or acquisition of such Directly Competitive Collaboration Product or the date on which such Competing Collaboration Acquirer begins such Directly Competitive Collaboration Program (the “Collaboration Divestiture Period”) divested itself of the Directly Competitive Collaboration Product or Directly Competitive Collaboration Program, or terminated development and commercialization of such Directly Competitive Collaboration Product or such Directly Competitive Collaboration Program, then (A) Ionis Isis will provide written notice to Biogen Idec of the closing of such Change of Control or Collaboration Divestiture Period, as applicable, (B) [***], (C) solely with respect to any Collaboration Program that relates to such Directly Competitive Collaboration Product or Directly Competitive Collaboration Program for which Initiation of IND-Enabling Toxicology Studies have not occurred, subject to Section 12.5.3, elect to have Ionis Isis complete Ionis Isis Activities under this Agreement for such Collaboration Program until such time as the applicable Collaboration Program is ready to begin IND-Enabling Toxicology Studies, after which Biogen Idec may elect to exercise its rights under clause (D) of this Section 12.5.2 with respect to such Collaboration Program (in which case the applicable deadline for BiogenBiogen Idec’s notice Notice under such clause will be extended until [***] after designation of a Development Candidate for such Collaboration Program), and (D) solely with respect to any Collaboration Product affected by such Directly Competitive Collaboration Product or Directly Competitive Collaboration Program, Biogen Idec will have the right, within [***] following such written notice, to either: (a) if unexercised, exercise the applicable Option by notifying Ionis Isis in writing of BiogenBiogen Idec’s election to license the Collaboration Product at a prorated license fee payment as compared to the license fee payment set forth in Section 6.5, based upon the stage of Development of the applicable Collaboration Product at the time of Change of Control or Collaboration Divestiture Period, as applicable, which license fee payments are set forth on Table TABLE A of Schedule SCHEDULE 12.5 hereto. If Biogen Idec exercises the applicable Option pursuant to this Section 12.5.2(a), Biogen Idec will not be obligated [***]. Upon BiogenBiogen Idec’s exercise of its Option pursuant to this Section 12.5.2(a), Biogen Idec will be deemed to have obtained and Ionis Isis will be deemed to have granted the license set forth in Section 4.1.1; or (b) Allow such [***] period to lapse without providing any such notice of election under this Section 12.5.2, or otherwise provide Ionis Isis with written notice within such period electing not to exercise the applicable Option pursuant to Section 12.5.2(a) above, in either of which cases, subject to Section 12.5.3, Ionis Isis and Biogen Idec will continue to exercise their rights and perform their respective obligations with respect to the Collaboration Product under the terms of this Agreement. Provided that Ionis complies with Section 12.5.3, Biogen’s rights as set forth in this Section 12.5.2 shall be Biogen’s exclusive remedies for the failure of a Competing Collaboration Acquirer to divest or terminate development and commercialization of a Directly Competitive Collaboration Product or Directly Competitive Collaboration Program during the Collaboration Divestiture Period in accordance with this Section 12.5.2, and the development or commercialization of a Pre-Existing Competitive Product by a Competing Collaboration Acquirer will not be a violation of Ionis’ exclusivity covenants under Section 2.1.1. Upon BiogenBiogen Idec’s exercise of an Option pursuant to Section 12.5.2(a) above, Ionis Isis will carry out its technology transfer obligations pursuant to Section 4.9 4.7 with respect to the Collaboration Product. For the avoidance of doubt, except as set forth in this Section 12.5.2, all other terms and conditions of this Agreement will apply to any such license granted pursuant to BiogenBiogen Idec’s exercise of its rights hereunder.