Common use of No Exercise Clause in Contracts

No Exercise. If Praxis does not provide timely written notice and payment of the License Fee to Ionis under Section 5.2 prior to the Option Deadline, then Praxis’ Option will expire. In such a case: 5.3.1 Praxis will have no further rights to (and Ionis will have no further obligations with respect to) the Development Candidate or any [***]; 5.3.2 Praxis will promptly provide to Ionis (to the extent not previously provided) copies of all data, results and information that it has generated before or during the Agreement Term under the Research Plan, the Development Candidate Identification Plan or the Clinical Development Plan; 5.3.3 Effective on the date Praxis’ Option expires: (a) Praxis will, and does hereby, grant to Ionis a sublicensable, worldwide, royalty-free, fully paid up, non-exclusive license or sublicense, as the case may be, to (i) any Collaboration Patents Controlled by Praxis and (ii) any Praxis Background Patents that Cover any invention or technology that [***], to develop, manufacture and otherwise commercialize the Development Candidate and any [***] in the Field and for the Treatment of [***]; (b) at any time [***] (the “Praxis Background Patents ROFN Period”), if (i) Praxis receives an offer from a Third Party to exclusively license any of the