Limitations and Exceptions to Exclusivity Covenants. Notwithstanding anything to the contrary in this Agreement, each Party’s practice of the following will not violate Section 2.1.1 and/or Section 2.1.2:
(a) Any activities conducted pursuant to the Prior Agreements as in effect on the Effective Date; provided, [***];
(b) The granting by Isis of, or performance of obligations under, Permitted Licenses;
(c) Up to and including the date of the [one year anniversary following the Option Period for a designated Collaboration Target, JBI may acquire, by license or otherwise, any Third Party asset that modulates a Collaboration Target so long as such Third Party asset has at least entered a Phase II Clinical Trial at the time of such acquisition; and
(d) After the date of the [***] for a designated Collaboration Target, JBI may [***], any Third Party [***] so long as such Third Party [***].
Limitations and Exceptions to Exclusivity Covenants. Notwithstanding anything to the contrary in Section 4.1.1 ([***] Exclusivity Covenants Before Handoff) and Section 4.1.2 ([***] Exclusivity Covenants After Handoff), the Parties and their Affiliates may perform the following activities:
(a) all activities permitted or contemplated under this Agreement; and
(b) with regard to Ionis and its Affiliates: (i) any activities pursuant to the Prior Agreements as in effect on the Effective Date; and (ii) the granting of, or performance of obligations or exercise of rights under, Permitted Licenses.
Limitations and Exceptions to Exclusivity Covenants. (a) Notwithstanding anything to the contrary in this Agreement, Ionis’ practice of the following will not violate Section 2.1.1:
(i) any activities pursuant to the Prior Agreements as in effect on the Effective Date;
(ii) the granting of, or performance of obligations under, Permitted Licenses;
(iii) to the extent provided in the Original Agreement, Ionis’ right to commercialize Spinraza® if the Original Agreement is terminated in accordance with ARTICLE 10 of the Original Agreement unless, at the time of such termination, Biogen or any of its Affiliates, Sublicensees or distributors is Developing or Commercializing a Product under this Agreement, in which case, Ionis’ right to commercialize Spinraza® under the Original Agreement shall be subject to the provisions of Section 2.1.1 so long as Biogen or any of its Affiliates, Sublicensees or distributors is Developing or Commercializing a Product under this Agreement;
(iv) the discovery, research or development of an ASO designed to bind to the RNA that encodes SMN in the Field where such ASO is designed to (i) [***] to work primarily in the [***] (a “[***] ASO Product”), (ii) be delivered [***] to work primarily [***] (a “[***] ASO Product”), or (iii) use a [***] than the [***] resulting in the [***] of that [***] that encodes a [***] protein (an “[***] ASO Product”, and, each such [***] ASO Product, [***] ASO Product or [***] ASO Product, a “Specified ASO Product”); provided, however, that any such Specified ASO Product will be treated as a “New SMA Compound” under Section 2.3 and, for the avoidance of doubt, Ionis shall have no right to commercialize such Specified ASO Product under Section 2.1.2(a)(v) unless Ionis has complied with its obligations under Section 2.3;
(v) on a country-by-country basis, upon [***]; provided, however, that any such Specified ASO Product will be treated as a “New SMA Compound” under Section 2.3 and, for the avoidance of doubt, Ionis shall have no right to commercialize such Specified ASO Product under this Section 2.1.2(a)(v) unless Ionis has complied with its obligations under Section 2.3; and
(vi) the development or commercialization of a Pre-Existing Competitive Product in accordance with Section 12.5.
(b) Notwithstanding anything to the contrary in this Agreement, Biogen’s practice of the following will not violate Section 2.1.1:
(i) the discovery, research or development of a Specified ASO Product; and
(ii) on a country-by-country basis, upon [***], commercialization in ...
Limitations and Exceptions to Exclusivity Covenants. (a) Notwithstanding anything to the contrary in this Agreement, Ionis’ practice of the following will not violate Section 2.1.1:
(i) The discovery, research, development, manufacture or commercialization of Gene-Editing Products or messenger RNA;
(ii) Any activities pursuant to the Prior Agreements as in effect on the Effective Date;
(iii) The granting of, or performance of obligations under, Permitted Licenses;
(iv) The discovery, research, development, manufacture or commercialization of one or more Pre-Existing Competitive Products in accordance with Section 12.5.1; and
(v) The limited continuation of discovery, research, development, manufacture or commercialization of Acquired Competitive Product(s) as permitted under Section 12.5.2(a) and in accordance with Section 12.5.2(a) and Section 12.6.
(b) Notwithstanding anything to the contrary in this Agreement, Biogen’s practice of the following will not violate Section 2.1.1:
(i) The discovery, research, development, manufacture or commercialization of Gene-Editing Products or messenger RNA;
(ii) The discovery, research, development, manufacture or commercialization of one or more Pre-Existing Competitive Products in accordance with Section 12.5.1; and EXECUTION VERSION (iii) The limited continuation of discovery, research, development, manufacture or commercialization of Acquired Competitive Product(s) as permitted under Section 12.5.2(a) and in accordance with Section 12.5.2(a) and Section 12.6.
