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 (i) any applicable Third Party Obligations, (ii) the Prior Agreements, and (iii) the Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements have been specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of an Option. With respect to each Product, Ionis will promptly disclose to Biogen any Third Party Obligations Ionis believes apply to such Product during 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 Option exercise. If, prior to Option exercise, Biogen provides Ionis with such a written notice to exclude certain Third Party Patent Rights and Know-How 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 Product 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 Option exercise, such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to the applicable Product) will be included in the Licensed Technology licensed with respect to the applicable Product under this Agreement.

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 (ia) any applicable Third Party Obligations, (iib) the Prior Agreements, and (iiic) the Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements have been are specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of an the applicable Option. With respect to each Product, Ionis will promptly disclose to Biogen any Third Party Obligations Ionis believes apply to such Product during applicable Products each time Ionis provides Biogen with (x) the Agreement Term[***]; 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 Option exercisethe License Effective Date for a particular Collaboration Program. If, prior to Option exercisethe 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 from such licenseHow, such Third Party Patent Rights and Know-How will not be included in the Licensed Technology licensed with respect to the applicable Product 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 Option exercisethe 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 the applicable ProductProducts) will be included in the Licensed Technology licensed with respect to the applicable Product 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 (i) any applicable Third Party Obligations, (ii) the Prior Agreements, and (iii) the Ionis Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements have been are specifically disclosed to Biogen Idec in writing (or via electronic data room) prior to Biogen’s exercise of an Optionthe date the applicable license under Section 4.1.1 is granted hereunder. With respect to each ProductCollaboration Products, Ionis Isis will promptly disclose to Biogen Idec any Third Party Obligations Ionis Isis believes apply to such Product during applicable Collaboration Products each time Isis provides (x) the Agreement Term[***]; (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 Option exercise. If, prior to Option exercisethe date 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-How 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 Product 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 Option exercisethe date the applicable license under Section 4.1.1 is granted hereunder, such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to the applicable ProductProducts) will be included in the Licensed Technology licensed with respect to the applicable Product 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 (ia) any applicable Third Party Obligations, (iib) the Prior Agreements, Agreements and (iiic) the Ionis In-License Agreements, in each case ((a)-(c)), to the extent the provisions of such obligations or agreements have been specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of an Optionthe License Effective Date with respect to a Collaboration Program. With respect to each ProductProduct for a Collaboration Program, Ionis will promptly disclose to Biogen any Third Party Obligations that Ionis believes apply to such Product Collaboration Program during 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 Option exercisethe License Effective Date for such Collaboration Program. If, prior to Option exercisethe 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 from such licenselicense 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 Product 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 Option exercisethe License Effective Date 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 the applicable ProductCollaboration Program) will be included in the Licensed Technology licensed with respect to the applicable Product Products under this Agreement.

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 (i) any applicable Third Party Obligations, (ii) the Prior Agreements, and (iii) the Ionis Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements have been are specifically disclosed to Biogen Idec in writing (or via electronic data room) prior to BiogenBiogen Idec’s exercise of an the applicable Option. With respect to each Product, Ionis Isis will promptly disclose to Biogen Idec any Third Party Obligations Ionis Isis believes apply to such Product during applicable Products each time Isis provides Biogen Idec with (x) the Agreement Term[***]; (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 Option exercise. If, prior to an Option exercise, Biogen Idec provides Ionis Isis with such a written notice to exclude certain Third Party Patent Rights and Know-How from such licenseHow, such Third Party Patent Rights and Know-How will not be included in the Licensed Technology licensed with respect to the applicable Product 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 an Option exercise, such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to the applicable ProductProducts) will be included in the Licensed Technology licensed with respect to the applicable Product 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 (i) any applicable Third Party Obligations, (ii) the Prior Agreements, and (iii) the Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements have been are specifically disclosed to Biogen in writing (or via electronic data room) prior to Biogen’s exercise of an Optionthe date the applicable license under Section 4.1.1 is granted hereunder. With respect to each ProductCollaboration Products, Ionis will promptly disclose to Biogen any Third Party Obligations Ionis believes apply to such Product during applicable Collaboration Products each time Ionis provides (x) the Agreement Term[***]; (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 Option exercisethe License Effective Date with respect to a particular Program. If, prior to Option exercisethe date 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-How 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 Product 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 Option exercisethe date the applicable license under Section 4.1.1 is granted hereunder, such Third Party Patent Rights and Know-How (and any Third Party Obligations to the extent applicable to the applicable ProductProducts) will be included in the Licensed Technology licensed with respect to the applicable Product Products under this Agreement.