Common use of Licenses During the Option Period Clause in Contracts

Licenses During the Option Period. (a) Subject to the terms and conditions of this Agreement, Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.4.2 below), royalty-free license under the Ionis Manufacturing and Analytical Know-How and Ionis Manufacturing and Analytical Patents solely to conduct Manufacturing and drug substance process and formulation development activities with respect to any Compound, Product or Collaboration Product under any Collaboration Program during the Option Period for such Collaboration Program (including the activities set forth on Schedule 4.4.1(a)); provided that the grant of rights pursuant to this Section 4.4.1(a) shall not include the right to Manufacture any Compound, Product or Collaboration Product for Commercialization. (b) Subject to the terms and conditions of this Agreement (including Biogen’s exclusivity covenants under Section 2.1.1), [***] for Biogen to conduct any Biogen Activities that are Development activities with respect to any High Interest Target or Collaboration Target during the Option Period in accordance with this Agreement, Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.1.2 above), royalty-free license under the Licensed Technology. Biogen will [***] arising under any Third Party agreement as a result of granting Biogen the license under this Section 4.4.1(b) within [***] days after Biogen’s receipt of the applicable invoice. For clarity, the grant of rights pursuant to this Section 4.4.1(b) shall not include the right to Commercialize any such Collaboration Product or to Manufacture any such Collaboration Product for Commercialization.

Licenses During the Option Period. (a) Subject to the terms and conditions of this Agreement, Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.4.2 4.3.1(c) below), royalty-free license under the Ionis Manufacturing and Analytical Know-How and Ionis Manufacturing and Analytical Patents solely to conduct Manufacturing and drug substance process and formulation development activities with respect to any Compound, Product Compound or Collaboration Product under any Collaboration Program during the Option Period for such Collaboration Program (including the activities set forth on Schedule 4.4.1(a))Program; provided that the grant of rights pursuant to this Section 4.4.1(a4.3.1(a) shall not include the right to Manufacture any Compound, Product Compound or Collaboration Product for CommercializationCommercialization purposes. (b) Subject to the terms and conditions of this Agreement (including Biogen’s exclusivity covenants under Section 2.1.1), [***] for Biogen to conduct (i) Manufacturing of Compounds or Products under any Collaboration Program or (ii) any Biogen Activities that are Development activities with respect to any High Interest Target or Collaboration Target during the Option Period Program in accordance with this Agreement, in each case ((i) and (ii) during the Option Period), Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.1.2 above), royalty-free license under the Licensed Technology. Biogen will [***] arising under any Third Party agreement as a result of granting Biogen the license under this Section 4.4.1(b4.3.1(b) within [***] days after Biogen’s receipt of the applicable invoice. For clarity, the grant of rights pursuant to this Section 4.4.1(b4.3.1(b) shall not include the right to Commercialize any such Collaboration Product or to Manufacture any such Collaboration Product for Commercialization.

Licenses During the Option Period. (a) Subject to the terms and conditions of this Agreement, Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.4.2 4.3.2 below), royalty-free license under the Ionis Manufacturing and Analytical Know-How and Ionis Manufacturing and Analytical Patents solely to conduct Manufacturing and drug substance process and formulation development activities with respect to any Compound, Product Compound or Collaboration Product under any Collaboration Program during the Option Period for such Collaboration Program (including the activities set forth on Schedule 4.4.1(a4.3.1(a)); provided that the grant of rights pursuant to this Section 4.4.1(a4.3.1(a) shall not include the right to Manufacture any Compound, Product Compound or Collaboration Product for CommercializationCommercialization purposes. (b) Subject to the terms and conditions of this Agreement (including Biogen’s exclusivity covenants under Section 2.1.1), [***] for Biogen to conduct (i) Manufacturing of Compounds or Products under any Collaboration Program for such Collaboration Program, (ii) any Biogen Activities that are Development activities with respect to any High Interest Target or Collaboration Target during the Option Period with respect to a Collaboration Program in accordance with this AgreementAgreement and (iii) any activities that Biogen is conducting pursuant to its step-in rights under Section 1.8.1(d)(ii), Section 1.10 or Section 12.5.1(a), in each case ((i) through (iii)) during the Option Period, Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.1.2 above), royalty-free license under the Licensed Technology. Biogen will [***] arising under any Third Party agreement as a result of granting Biogen the license under this Section 4.4.1(b4.3.1(b) within [***] days after Biogen’s receipt of the applicable invoice. For clarity, the grant of rights pursuant to this Section 4.4.1(b4.3.1(b) shall not include the right to Commercialize any such Collaboration Product or to Manufacture any such Collaboration Product for Commercialization.

Licenses During the Option Period. (a) Subject to the terms and conditions of this Agreement, Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.4.2 4.3.2 below), royalty-free license under the Ionis Manufacturing and Analytical Know-How and Ionis Manufacturing and Analytical Patents solely to conduct Manufacturing and drug substance process and formulation development activities with respect to any Compound, Product Compound or Collaboration Product under any Collaboration Program during the Option Period for such Collaboration Program (including the activities set forth on Schedule 4.4.1(a4.3.1(a)); provided that the grant of rights pursuant to this Section 4.4.1(a4.3.1(a) shall not include the right to Manufacture any Compound, Product Compound or Collaboration Product for CommercializationCommercialization purposes. (b) Subject to the terms and conditions of this Agreement (including Biogen’s exclusivity covenants under Section 2.1.1), [***] for Biogen to conduct (i) Manufacturing of Compounds or Products under any Collaboration Program or (ii) any Biogen Activities that are Development activities with respect to any High Interest Target or Collaboration Target during the Option Period Program in accordance with this Agreement, in each case ((i) and (ii) during the Option Period), Ionis hereby grants Biogen a worldwide, non-exclusive, sublicensable (but only as permitted in Section 4.1.2 above), royalty-free license under the Licensed Technology. Biogen will [***] arising under any Third Party agreement as a result of granting Biogen the license under this Section 4.4.1(b4.3.1(b) within [***] days after Biogen’s receipt of the applicable invoice. For clarity, the grant of rights pursuant to this Section 4.4.1(b4.3.1(b) shall not include the right to Commercialize any such Collaboration Product or to Manufacture any such Collaboration Product for Commercialization.