Common use of License Conditions; Limitations Clause in Contracts

License Conditions; Limitations. Subject to Section 6.8, any license granted under Section 4.1.1 and the sublicense rights under Section 4.1.2 are subject to and limited by (a) any applicable Third Party Obligations, (b) the Prior Agreements, and (c) the Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of the applicable Option. Ionis will disclose to Biogen any Third Party Obligations Ionis believes apply to applicable Products each time Ionis provides Biogen with (x) the [***]; and (z) the [***], and Biogen will have the right to elect to exclude any Third Party Patent Rights and Know-How to which such Third Party Obligations apply by providing Ionis written notice prior to the License Effective Date for a particular Collaboration Program. If, prior to the License Effective Date with respect to a Collaboration Program, Biogen provides Ionis with such a written notice to exclude certain Third Party Patent Rights and Know-How, such Third Party Patent Rights and Know-How will not be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement. If Biogen does not provide Ionis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to the License Effective Date for such Collaboration Program, then such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.86.13, any license granted under Section 4.1.1 4.1.1, and the sublicense rights under Section 4.1.2 are subject to and limited by (ai) any applicable Third Party Obligations, (bii) the Prior Agreements, and (ciii) the Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of the date the applicable Optionlicense under Section 4.1.1 is granted hereunder. With respect to Collaboration Products, Ionis will disclose to Biogen any Third Party Obligations Ionis believes apply to applicable Collaboration Products each time Ionis provides Biogen with (x) the [***]; (y) the [***]; and (z) the [***], and Biogen will have the right to elect to exclude any Third Party Patent Rights and Know-How to which such Third Party Obligations apply by providing Ionis written notice prior to the License Effective Date for with respect to a particular Collaboration Program. If, prior to the License Effective Date with respect to a Collaboration Programdate the applicable license under Section 4.1.1 is granted hereunder, Biogen provides Ionis with such a written notice to exclude certain Third Party Patent Rights and Know-HowHow from such license, such Third Party Patent Rights and Know-How will not be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement. If Biogen does not provide Ionis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to the License Effective Date for such Collaboration Programdate the applicable license under Section 4.1.1 is granted hereunder, then such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.86.13, any license granted under Section 4.1.1 4.1.1, and the sublicense rights under Section 4.1.2 are subject to and limited by (ai) any applicable Third Party Obligations, (bii) the Prior Agreements, and (ciii) the Ionis Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to Biogen Idec in writing (or via electronic data room) prior to Biogen’s exercise of the date the applicable Optionlicense under Section 4.1.1 is granted hereunder. Ionis With respect to Collaboration Products, Isis will disclose to Biogen Idec any Third Party Obligations Ionis Isis believes apply to applicable Collaboration Products each time Ionis Isis provides Biogen with (x) the [***]; (y) the [***]; and (z) the [***], and Biogen Idec will have the right to elect to exclude any Third Party Patent Rights and Know-How to which such Third Party Obligations apply by providing Ionis Isis written notice prior to the License Effective Date for a particular Collaboration ProgramOption exercise. If, prior to the License Effective Date with respect to a Collaboration Programdate the applicable license under Section 4.1.1 is granted hereunder, Biogen Idec provides Ionis Isis with such a written notice to exclude certain Third Party Patent Rights and Know-HowHow from such license, such Third Party Patent Rights and Know-How will not be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement. If Biogen Idec does not provide Ionis Isis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to the License Effective Date for such Collaboration Programdate the applicable license under Section 4.1.1 is granted hereunder, then such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.86.11, any license granted under Section 4.1.1 and the sublicense rights under Section 4.1.2 are each subject to and limited by (a) any applicable Third Party Obligations, (b) the Prior Agreements, Agreements and (c) the Ionis In-License Agreements, in each case ((a)-(c)), to the extent the provisions of such obligations or agreements are have been specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of the applicable OptionLicense Effective Date with respect to a Collaboration Program. With respect to each Product for a Collaboration Program, Ionis will promptly disclose to Biogen any Third Party Obligations that Ionis believes apply to applicable Products each time Ionis provides Biogen with (x) such Collaboration Program during the [***]; and (z) the [***]Agreement Term, and Biogen will have the right to elect to exclude any Third Party Patent Rights and Know-How to which such Third Party Obligations apply by providing Ionis written notice prior to the License Effective Date for a particular such Collaboration Program. If, prior to the License Effective Date with respect to a Collaboration Program, Biogen provides Ionis with such a written notice to exclude certain Third Party Patent Rights and Know-HowHow from such license granted with respect to such Collaboration Program, such Third Party Patent Rights and Know-How will not be included in the Licensed Technology licensed with respect to the applicable Products Collaboration Program under this Agreement. If Biogen does not provide Ionis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to the License Effective Date for such with respect to a Collaboration Program, then such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to Productsthe applicable Collaboration Program) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.86.13, any license granted under Section 4.1.1 4.1.1, and the sublicense rights under Section 4.1.2 are subject to and limited by (ai) any applicable Third Party Obligations, (bii) the Prior Agreements, and (ciii) the Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of the date the applicable Optionlicense under Section 4.1.1 is granted hereunder. Ionis With respect to Collaboration Products, ▇▇▇▇▇ will disclose to Biogen any Third Party Obligations Ionis believes apply to applicable Collaboration Products each time Ionis provides Biogen with (x) the [***]; (y) the [***]; and (z) the [***], and Biogen will have the right to elect to exclude any Third Party Patent Rights and Know-How to which such Third Party Obligations apply by providing Ionis written notice prior to the License Effective Date for a particular Collaboration ProgramOption exercise. If, prior to the License Effective Date with respect to a Collaboration Programdate the applicable license under Section 4.1.1 is granted hereunder, Biogen provides Ionis ▇▇▇▇▇ with such a written notice to exclude certain Third Party Patent Rights and Know-HowHow from such license, such Third Party Patent Rights and Know-How will not be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement. If Biogen does not provide Ionis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to the License Effective Date for such Collaboration Programdate the applicable license under Section 4.1.1 is granted hereunder, then such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.