Common use of Carryover Development Candidates Clause in Contracts

Carryover Development Candidates. If, despite Isis’ Commercially Reasonable Efforts, by the end of the Drug Discovery Term, Isis has not designated a Development Candidate for a particular Drug Discovery Program, then if at any time during the [***] following the end of the Drug Discovery Term Isis’ RMC designates an ASO discovered by Isis that is designed to bind to the RNA that encodes the Collaboration Target that was the subject of such Drug Discovery Program as a development candidate ready to start IND-Enabling Toxicology Studies (such ASO, a “Carryover Development Candidate”), then, Isis will notify JBI and will provide JBI with the data package presented to Isis’ RMC to approve such Carryover Development Candidate. JBI will then have [***] days from its receipt of such package to elect to enter into an agreement (or amendment to this Agreement) for an option and license under the same terms as set forth in this Agreement, including the payment of the fee for [***] if not already paid by JBI (except that no additional option fee under Section 6.1 will be due). If, within [***] days after JBI’s receipt of such notice from Isis, JBI provides Isis with written notice that it accepts such offer from Isis for such Carryover Development Candidate, the Parties will execute an agreement (or amendment to this Agreement) regarding such Carryover Development Candidate containing the same terms as those described herein. If JBI either notifies Isis that it declines the offer for such Carryover Development Candidate, or JBI does not provide Isis with written notice during such [***]-day period that JBI accepts such offer from Isis for such Carryover Development Candidate, then Isis will be free to research, develop, manufacture and commercialize such Carryover Development Candidate (and/or any other ASO designed to bind to the RNA that encodes the gene target targeted by such Carryover Development Candidate) by itself or with or for a Third Party.

Carryover Development Candidates. If, despite Isis’ Commercially Reasonable Efforts, by the end of the Drug Discovery TermASO Development Candidate Identification Term for a particular Collaboration Program, Isis Ionis has not designated a Development Candidate for a particular Drug Discovery such Collaboration Program, then if and at any time during the [***] following period after the end of the Drug Discovery applicable ASO Development Candidate Identification Term IsisIonis’ RMC designates an ASO discovered by Isis Xxxxx that is designed to bind to the RNA that encodes the Collaboration Target that was the subject of for such Drug Discovery Collaboration Program as a development candidate ready to start IND-Enabling Toxicology Studies (such ASO, a “Carryover Development Candidate”), then, Isis Ionis will notify JBI Biogen and will provide JBI Biogen with the data package presented to IsisIonis’ RMC to approve such Carryover Development Candidate. JBI Biogen will then have [***] days from its receipt of such package to elect to enter into an agreement (or amendment to this Agreement) for an option and license Agreement under the same terms as set forth in this Agreement, including the payment of the fee for [***] if not already paid by JBI Agreement (except that no additional option fee upfront payment under Section 6.1 will be due). If, within [***] days after JBIBiogen’s receipt of such notice from IsisIonis, JBI Biogen provides Isis Ionis with written notice that it accepts such offer from Isis Ionis for such Carryover Development Candidate, the Parties will execute an agreement (or amendment to this Agreement) Agreement regarding such Carryover Development Candidate containing the same terms as those described hereinon such terms. If JBI either notifies Isis that it declines the offer for Otherwise, Ionis will have no further obligations and Biogen will have no further rights with respect to such Carryover Development Candidate, or JBI does not provide Isis with written notice during such [***]-day period that JBI accepts such offer from Isis for such Carryover Development Candidate, then Isis will be free to research, develop, manufacture and commercialize such Carryover Development Candidate (and/or any other ASO designed to bind to the RNA that encodes the gene target targeted by such Carryover Development Candidate) by itself or with or for a Third Party.

Carryover Development Candidates. If, despite Isis’ Commercially Reasonable Efforts, by the end of the Drug Discovery TermASO Development Candidate Identification Term for a particular Collaboration Program, Isis Ionis’ RMC has not designated a Compound as a Development Candidate for a particular Drug Discovery under such Collaboration Program, then if and at any time during the [***] following period after the end of the Drug Discovery applicable ASO Development Candidate Identification Term Isis(the “Carryover Period”), Ionis’ RMC designates an ASO discovered by Isis Ionis containing (i) [***] that is designed to bind to the RNA that encodes SMN as a development candidate ready to start IND-Enabling Toxicology Studies, or (ii) [***] that is designed to bind to the Collaboration Target RNA that was the subject of such Drug Discovery Program encodes SMN (other than a Specified ASO Product) as a development candidate ready to start IND-Enabling Toxicology Studies (each such ASO, a “Carryover Development Candidate”), then, Isis then Ionis will notify JBI Biogen and will provide JBI Biogen with the data package presented to IsisIonis’ RMC to approve such Carryover Development Candidate. JBI Biogen will then have [***] days from its receipt of such package to elect to enter into an agreement (or amendment to this Agreement) for an option and license Agreement under the same terms as set forth in this Agreement, including the payment of the fee for Agreement (except that [***] if not already paid by JBI (except that no additional option fee under Section 6.1 will be due). If, within [***] days after JBIBiogen’s receipt of such notice from IsisIonis, JBI Biogen provides Isis Ionis with written notice that it accepts such offer from Isis Ionis for such Carryover Development Candidate, the Parties will execute an agreement (or amendment to this Agreement) Agreement regarding such Carryover Development Candidate containing on such terms. Otherwise, except for the same terms as those described herein. If JBI either notifies Isis that it declines obligation to comply with the offer for provisions of Section 2.1, Ionis will have no further obligations and Biogen will have no further rights with respect to such Carryover Development Candidate, or JBI does not provide Isis with written notice during such [***]-day period that JBI accepts such offer from Isis for such Carryover Development Candidate, then Isis will be free to research, develop, manufacture and commercialize such Carryover Development Candidate (and/or any other ASO designed to bind to the RNA that encodes the gene target targeted by such Carryover Development Candidate) by itself or with or for a Third Party.

Carryover Development Candidates. If, despite Isis’ Commercially Reasonable Efforts, by the end of the Drug Discovery TermASO Development Candidate Identification Term for a particular Collaboration Program, Isis Ionis has not designated a Development Candidate for a particular Drug Discovery such Collaboration Program, then if and at any time during the [***] following period after the end of the Drug Discovery applicable ASO Development Candidate Identification Term IsisIonis’ RMC designates an ASO discovered by Isis Ionis that is designed to bind to the RNA that encodes the Collaboration Target that was the subject of for such Drug Discovery Collaboration Program as a development candidate ready to start IND-Enabling Toxicology Studies (such ASO, a “Carryover Development Candidate”), then, Isis Ionis will notify JBI Biogen and will provide JBI Biogen with the data package presented to IsisIonis’ RMC to approve such Carryover Development Candidate. JBI Biogen will then have [***] days from its receipt of such package to elect to enter into an agreement (or amendment to this Agreement) for an option and license Agreement under the same terms as set forth in this Agreement, including the payment of the fee for [***] if not already paid by JBI Agreement (except that no additional option fee upfront payment under Section 6.1 will be due). If, within [***] days after JBIBiogen’s receipt of such notice from IsisIonis, JBI Biogen provides Isis Ionis with written notice that it accepts such offer from Isis Ionis for such Carryover Development Candidate, the Parties will execute an agreement (or amendment to this Agreement) Agreement regarding such Carryover Development Candidate containing the same terms as those described hereinon such terms. If JBI either notifies Isis that it declines the offer for Otherwise, Ionis will have no further obligations and Biogen will have no further rights with respect to such Carryover Development Candidate, or JBI does not provide Isis with written notice during such [***]-day period that JBI accepts such offer from Isis for such Carryover Development Candidate, then Isis will be free to research, develop, manufacture and commercialize such Carryover Development Candidate (and/or any other ASO designed to bind to the RNA that encodes the gene target targeted by such Carryover Development Candidate) by itself or with or for a Third Party. 1.10.2.

Carryover Development Candidates. IfIf a Target Technical Failure occurs with respect to a Collaboration Target, despite Isis’ Commercially Reasonable Efforts, by the end of the Drug Discovery Term, Isis has not designated a Development Candidate for a particular Drug Discovery Program, then if and at any time during the [***] following ]-month period after the end of Target Technical Failure Date for such Collaboration Target (for each such Collaboration Target, the Drug Discovery Term Isis“Carryover Period”), Ionis’ RMC designates an ASO as development candidates ready to start IND-Enabling Toxicology Studies one or more ASOs discovered by Isis that is Ionis designed to bind to the RNA that encodes the such Collaboration Target that was the subject of such Drug Discovery Program as a development candidate ready to start IND-Enabling Toxicology Studies using any Strategy (each such ASO, a “Carryover Development Candidate”), then, Isis then Ionis will notify JBI Biogen and will provide JBI Biogen with the data package presented to IsisIonis’ RMC to approve in connection with such approval by Ionis’ RMC of such Carryover Development Candidate. JBI Biogen will then have [***] days from its receipt of such data package to elect provide written notice to enter into an agreement Ionis electing to deem such Carryover Development Candidates as Compounds and at least one of such Carryover Development Candidates as a Development Candidate under a Collaboration Program and then thereafter continue activities under this Agreement with respect to such Collaboration Program, with such date of written notice deemed the date of Development Candidate designation under Section 1.8.3(d), and all terms of this Agreement will apply to such Collaboration Program (or amendment and the applicable target that such Collaboration Program is directed to will again become a Collaboration Target for purposes of this Agreement) for an option and license under the same terms as set forth in this Agreement). For clarity, including the payment of the fee for [***] if not already paid by JBI (except that no additional option fee up-front payment under Section 6.1 and no additional Target Designation Milestone Payment will be due). If, If Biogen does not provide written notice to Ionis within [***] days after JBI’s of receipt of such notice from Isisdata package electing to resume activities under this Agreement with respect to the applicable former Collaboration Target, JBI provides Isis then Ionis will have no further obligations and Biogen will have no further rights with written notice that it accepts such offer from Isis for such Carryover Development Candidate, the Parties will execute an agreement (or amendment respect to this Agreement) regarding such Carryover Development Candidate containing or any of the same terms as those described herein. If JBI either notifies Isis that it declines the offer for associated former Collaboration Programs and such Carryover Development Candidate, or JBI does not provide Isis with written notice during such [***]-day period that JBI accepts such offer from Isis for such Carryover Development Candidate, then Isis Collaboration Target will no longer be free to research, develop, manufacture and commercialize such Carryover Development Candidate (and/or any other ASO designed to bind to the RNA that encodes the gene target targeted by such Carryover Development Candidate) by itself or with or for a Third PartyNeurology Target under this Agreement.

Carryover Development Candidates. If, despite Isis’ Commercially Reasonable Efforts, by the end of the Drug Discovery TermASO Development Candidate Identification Term for a particular Collaboration Program, Isis has not designated a Development Candidate for a particular Drug Discovery such Collaboration Program, then if and at any time during the [***] following period after the end of the Drug Discovery applicable ASO Development Candidate Identification Term Isis’ RMC designates an ASO discovered by Isis that is designed to bind to the RNA that encodes the Collaboration Target that was the subject of for such Drug Discovery Collaboration Program as a development candidate ready to start IND-Enabling Toxicology Studies (such ASO, a “Carryover Development Candidate”), then, Isis will notify JBI Biogen Idec and will provide JBI Biogen Idec with the data package presented to Isis’ RMC to approve such Carryover Development Candidate. JBI Biogen Idec will then have [***] days from its receipt of such package to elect to enter into an agreement (or amendment to this Agreement) for an option and license Agreement under the same terms as set forth in this Agreement, including the payment of the fee for [***] if not already paid by JBI Agreement (except that no additional option fee upfront payment under Section 6.1 will be due). If, within [***] days after JBIBiogen Idec’s receipt of such notice from Isis, JBI Biogen Idec provides Isis with written notice that it accepts such offer from Isis for such Carryover Development Candidate, the Parties will execute an agreement (or amendment to this Agreement) Agreement regarding such Carryover Development Candidate containing the same terms as those described hereinon such terms. If JBI either notifies Otherwise, Isis that it declines the offer for will have no further obligations and Biogen Idec will have no further rights with respect to such Carryover Development Candidate, or JBI does not provide Isis with written notice during such [***]-day period that JBI accepts such offer from Isis for such Carryover Development Candidate, then Isis will be free to research, develop, manufacture and commercialize such Carryover Development Candidate (and/or any other ASO designed to bind to the RNA that encodes the gene target targeted by such Carryover Development Candidate) by itself or with or for a Third Party.