Common use of Election of XTEN Constructs Clause in Contracts

Election of XTEN Constructs. The following provisions shall apply to XTEN Constructs in lieu of Section 3.1(c)(i) of this Agreement: (A) Subject to the terms of this Section 3.1(c)(ii), Biogen Idec may freely conduct pre-clinical and non-clinical discovery and research activities on XTEN Constructs pursuant to the Amunix Agreements. Prior to the expiration of the Opt-In Period for the correlative Factor IX:Fc Lead Product or Factor VIII:Fc Lead Product and, if Sobi has exercised its Opt-In Right under Section 4.1(a) with respect to the correlative Factor IX:Fc Lead Product or Factor VIII:Fc Lead Product, thereafter, if Biogen Idec exercises its option under the Amunix Research Agreement for a commercial license to an XTEN Construct [**] that is contained in the Factor IX:Fc Lead Product or Factor VIII:Fc Lead Product, as applicable, Sobi shall have the option, exercisable within 120 days of Biogen Idec having notified Sobi of Biogen Idec’s exercise of Biogen Idec’s option under the Amunix Research Agreement and having provided Sobi with relevant pharmacokinetics and bioavailability data from in vitro and in vivo studies conducted by or on behalf of Biogen Idec and all available relevant Collaboration Data (as defined in the Amunix Research Agreement) provided to Biogen Idec from Amunix, to elect to treat such XTEN Construct as a Product under the Collaboration; provided, for avoidance of doubt, that the foregoing clause shall not be deemed to require Biogen Idec to generate any additional data or information. (B) If Sobi does so elect, it shall pay Biogen Idec the XTEN Election Consideration for such Product and shall thereafter have the Opt-In Right in accordance with Section 4.1(a) with respect to such Product. If Sobi elects to exercise such Opt-In Right, the Opt-In Consideration for such Product shall be equal to [**]. (C) If Sobi does not so elect to treat such XTEN Construct as a Product, or if Sobi, having elected to treat such XTEN Construct as a Product, does not exercise its Opt-In Rights under Section 4.1(a) in respect of such Product, Biogen Idec shall be free to Develop, Finalize, Manufacture and Commercialize such Product at its own expense and the provisions of Section 14.3(a)(iii) shall apply as if Biogen Idec were the Continuing Party, except that Biogen Idec’s Territory as the Continuing Party shall not be expanded to include all countries of the world. If Sobi does not exercise its Opt-In Right with respect to the correlative Factor IX:Fc Lead Product or Factor VIII:Fc Lead Product, as applicable, [**] that is included in the Product (or proposed, but not elected Product) containing such XTEN Construct, then notwithstanding anything else Biogen Idec shall be free to Develop, Finalize, Manufacture and Commercialize globally such Product (or proposed, but not elected Product) containing such XTEN Construct, without any royalty obligation to Sobi.