Common use of Effects of Change of Control Clause in Contracts

Effects of Change of Control. lf there is a Change of Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) [***] of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within [***] after completion of such Change of Control). The Change of Control Group in connection with such Change of Control shall agree in writing with the Non-Acquired Party that it will not utilize any of the Non-Acquired Party’s Know-How, Patent Rights, lnventions, Materials or Confidential lnformation or Joint Know-How, Joint Patent Rights or Joint lnventions (collectively, “Sensitive lnformation”) for the research, development or commercialization of any product for the treatment of any indication or patient population for which a Product may be developed or commercialized. Following consummation of the Change of Control, the Non-Acquired Party and the Change of Control Group shall adopt in writing reasonable procedures to prevent the disclosure of Sensitive lnformation beyond the Acquired Party’s personnel who need to know the Sensitive lnformation solely for the purpose of fulfilling the Acquired Party’s obligations under this Agreement. The Non-Acquired Party may restrict the Acquired Party’s participation in the JRC and any other committee in effect at the time of the Change of Control, and decisions of the JRC and other such committees shall be made by Roche.

Effects of Change of Control. lf If there is a Change of Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) [***] of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within [***] promptly after completion of such Change of Control). The Change of Control Group in connection with such Change of Control shall agree in writing with the Non-Acquired Party that it will not utilize any of the Non-Acquired Party’s Know-How, Patent Rights, lnventionsInventions, Materials or Confidential lnformation or Joint Know-How, Joint Patent Rights or Joint lnventions Information (collectively, “Sensitive lnformationInformation”) for the research, development or commercialization of any product for the treatment of any indication or patient population for which a Collaboration Product may be developed or commercialized. Following consummation of the Change of Control, the Non-Acquired Party and the Change of Control Group shall adopt in writing reasonable procedures to prevent the disclosure of Sensitive lnformation Information beyond the Acquired Party’s personnel who need to know the Sensitive lnformation Information solely for the purpose of fulfilling the Acquired Party’s obligations under this Agreement. The Non-Non- Acquired Party may restrict the Acquired Party’s participation in the JRC and any other committee in effect at the time of the Change of Control, and decisions of the JRC and other such committees shall be made by RocheGenentech. If there is a Change of Control of Pieris involving a company that develops or commercializes biopharmaceutical products (for clarity, generally for itself and not typically on a contract basis for other companies), then, upon Genentech’s written request or notice, (i) Pieris will immediately cease all activity and transfer to Genentech all data developed by Pieris, and (ii) the JRC may be disbanded at Genentech’s discretion. For clarity, all licenses granted by Pieris to Genentech shall remain in effect subject to the payment and diligence obligations under this Agreement.

Effects of Change of Control. lf If there is a Change of Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) at least [*****] ([*****]) days prior to completion of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within [*****] ([*****]) days after completion of such Change of Control). The Change of Control Group in connection with such Change of Control shall agree in writing with the Non-Acquired Party that it will not utilize any of the Non-Acquired Party’s Know-How, Patent Rights, lnventions, Materials or Confidential lnformation or Joint Know-How, Joint Patent Rights or Joint lnventions (collectively, “Sensitive lnformation”) for the research, development or commercialization of any product for the treatment of any indication or patient population for which a Product may be developed or commercialized. Following consummation of the Change of Control, the Non-Acquired Party and the Change of Control Group shall adopt in writing reasonable [*****] procedures to prevent the disclosure of any of the Non-Acquired Party’s Know-How, Patent Rights, Inventions, materials or Confidential Information or Joint Know-How, Joint Patent Rights or Joint Inventions (collectively, “Sensitive lnformation Information”) beyond the Acquired Party’s personnel who need to know the Sensitive lnformation Information solely for the purpose of fulfilling the Acquired Party’s obligations and exercising its rights under this Agreement. The Non-Acquired Party may restrict the Acquired Party’s participation in the JRC JSC and any other committee in effect at the time of the Change of Control, Control only to the extent necessary for the purposes of protecting Sensitive Information. [*****] Certain portions denoted with an asterisk have been omitted and decisions of filed separately with the JRC Securities and other such committees shall be made by RocheExchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Effects of Change of Control. lf If there is a Change of Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) at least [*** * *] prior to completion of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within [*** * *] after completion of such Change of Control). The Change of Control Group in connection with such Change of Control shall agree in writing with not have the Non-Acquired Party that it will not right to utilize any of the Non-Acquired Party’s Know-HowHow (excluding information generally applicable to other products or retained in the unaided memory of Dicerna employees), Patent Rights, lnventionsInventions, Materials or Confidential lnformation or Joint Know-How, Joint Patent Rights or Joint lnventions Information (collectively, “Sensitive lnformationInformation”) for the research, development or commercialization of any product for the treatment of any indication or patient population for which a Product may be developed or commercialized. Following consummation of the Change of Control, the Non-Acquired Party and the Change of Control Group shall adopt in writing reasonable procedures to prevent the disclosure of Sensitive lnformation Information beyond the Acquired Party’s personnel who need to know the Sensitive lnformation Information solely for the purpose of fulfilling the Acquired Party’s obligations under this AgreementAgreement or for lawful reporting obligations. The Non-Acquired Party may restrict the Acquired Party’s participation in the JRC and any other committee in effect at the time of the Change of Control, and decisions of the JRC and other such committees shall be made by Roche[* * *].

Effects of Change of Control. lf If there is a Change of Control, then the Party experiencing such Change of Control (“Acquired Party”) shall provide written notice to the other Party (“Non-Acquired Party”) [at least ***] * prior to completion of such Change of Control, subject to any confidentiality obligations of the Acquired Party then in effect (but in any event shall notify the Non-Acquired Party within [***] * after completion of such Change of Control). The Acquired Party shall, and shall use commercially reasonable efforts that the other members of the Change of Control Group in connection with such Change of Control shall will, agree in writing with the Non-Acquired Party that it will not to utilize any of the Non-Acquired Party’s Know-How, Patent Rights, lnventionsInventions, Materials or Confidential lnformation Information or Joint Know-How, Joint Patent Rights or Joint lnventions Collaboration Intellectual Property (collectively, “Sensitive lnformationInformation”) for the research, development or commercialization of any product for the treatment of any indication or patient population for which a Product may be is developed or commercializedcommercialized by the Non-Acquired Party pursuant to the terms of this Agreement. Following consummation of the Change of Control, the Non-Acquired Party and the Acquired Party shall, and the Acquired Party shall use commercially reasonable efforts that the other members of the Change of Control Group shall will, adopt in writing reasonable procedures to prevent the disclosure of Sensitive lnformation Information beyond the Acquired Party’s personnel who need to know the Sensitive lnformation Information solely for the purpose of fulfilling the Acquired Party’s obligations under this Agreement. The Non-Acquired Party may restrict the Acquired Party’s participation in the JRC and any other committee in effect at the time of the Change of Control, and decisions of the JRC and other such committees shall be made by Rochethe Non-Acquired Party.