Common use of License Conditions; Limitations Clause in Contracts

License Conditions; Limitations. Subject to Section 6.9, 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 Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to JBI in writing (or via electronic data room) prior to JBI’s exercise of the applicable Option. Isis will disclose to JBI any Third Party Obligations Isis believes apply to applicable Products each time [***], and JBI 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 Isis written notice prior to Option exercise. If, prior to an Option exercise, JBI provides Isis 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 JBI does not provide 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 Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.96.8, 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 Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to JBI Biogen Idec in writing (or via electronic data room) prior to JBIBiogen Idec’s exercise of the applicable Option. Isis will disclose to JBI Biogen Idec any Third Party Obligations Isis believes apply to applicable Products the Product each time (y) Isis provides Biogen Idec with the [***]; and (z) Isis provides Biogen Idec with a [***], and JBI 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 Isis written notice prior to Option exercise. If, prior to an Option exercise, JBI Biogen Idec provides Isis 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 JBI Biogen Idec does not provide 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 Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.96.13, 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 Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to JBI Biogen Idec in writing (or via electronic data room) prior to JBI’s exercise of the date the applicable Optionlicense under Section 4.1.1 is granted hereunder. With respect to Collaboration Products, Isis will disclose to JBI Biogen Idec any Third Party Obligations Isis believes apply to applicable Collaboration Products each time Isis provides (x) the [***]; (y) the [***]; and (z) the [***], and JBI 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 Isis written notice prior to Option exercise. If, prior to an Option exercisethe date the applicable license under Section 4.1.1 is granted hereunder, JBI Biogen Idec provides 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 JBI Biogen Idec does not provide Isis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to an 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 Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.96.8, 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 Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to JBI Biogen Idec in writing (or via electronic data room) prior to JBIBiogen Idec’s exercise of the applicable Option. Isis will disclose to JBI Biogen Idec any Third Party Obligations Isis believes apply to applicable Products each time Isis provides Biogen Idec with (x) the [***]; (y) the [***]; and (z) the [***], and JBI 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 Isis written notice prior to Option exercise. If, prior to an Option exercise, JBI Biogen Idec provides Isis 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 JBI Biogen Idec does not provide 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 Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.96.8, 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 Isis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to JBI Biogen Idec in writing (or via electronic data room) prior to JBIBiogen Idec’s exercise of the applicable Option. Isis will disclose to JBI Biogen Idec any Third Party Obligations Isis believes apply to applicable Products the Product each time Isis provides Biogen Idec with (x) the [***]; (y) the [***]; and (z) [***], and JBI 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 Isis written notice prior to Option exercise. If, prior to an Option exercise, JBI Biogen Idec provides Isis 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 JBI Biogen Idec does not provide 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 Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.96.8, 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 Isis Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are have been specifically disclosed to JBI Biogen in writing (or via electronic data room) prior to JBIBiogen’s exercise of the applicable an Option. Isis With respect to each Product, Ionis will promptly disclose to JBI Biogen any Third Party Obligations Isis Ionis believes apply to applicable Products each time [***]such Product during the Agreement Term, and JBI 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 Isis Ionis written notice prior to Option exercise. If, prior to an Option exercise, JBI Biogen provides Isis 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 Product under this Agreement. If JBI Biogen does not provide Isis Ionis 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 Productsthe applicable Product) will be included in the Licensed Technology licensed with respect to the applicable Products Product under this Agreement.

License Conditions; Limitations. Subject to Section 6.96.13, 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 Isis Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to JBI Biogen in writing (or via electronic data room) prior to JBI’s exercise of the date the applicable Optionlicense under Section 4.1.1 is granted hereunder. Isis With respect to Collaboration Products, Xxxxx will disclose to JBI Biogen any Third Party Obligations Isis Ionis believes apply to applicable Collaboration Products each time Ionis provides (x) the [***]; (y) the [***]; and (z) the [***], and JBI 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 Isis Ionis written notice prior to Option exercise. If, prior to an Option exercisethe date the applicable license under Section 4.1.1 is granted hereunder, JBI Biogen provides Isis Xxxxx 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 JBI Biogen does not provide Isis Ionis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to an 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 Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement.

License Conditions; Limitations. Subject to Section 6.96.13, 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 Isis Ionis In-License Agreements, in each case to the extent the provisions of such obligations or agreements are specifically disclosed to JBI Biogen in writing (or via electronic data room) prior to JBI’s exercise of the date the applicable Optionlicense under Section 4.1.1 is granted hereunder. Isis With respect to Collaboration Products, Ionis will disclose to JBI Biogen any Third Party Obligations Isis Ionis believes apply to applicable Collaboration Products each time Ionis provides (x) the [***]; (y) the [***]; and (z) the [***], and JBI 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 Isis Ionis written notice prior to Option exercisethe License Effective Date with respect to a particular Program. If, prior to an Option exercisethe date the applicable license under Section 4.1.1 is granted hereunder, JBI Biogen provides Isis 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 JBI Biogen does not provide Isis Ionis with such a written notice to exclude such Third Party Patent Rights and Know-How prior to an 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 Products) will be included in the Licensed Technology licensed with respect to the applicable Products under this Agreement. 4.1.6.