Common use of No Grant of Rights to Third Parties Clause in Contracts

No Grant of Rights to Third Parties. Until such time as the Review Period (as may be extended), for an Option granted to GSK pursuant to Section 4.2 with respect to a given PROSENSA Collaboration Program has expired or terminated (including, for example, because the JSC agrees that a PROSENSA Collaboration Program be terminated), PROSENSA and its Affiliates shall not grant to any Third Party rights in or to any Exclusively Licensed IP that are inconsistent with or that would interfere with the grant of the licenses that may result from the exercise of such Option by GSK hereunder. For the avoidance of doubt, the Parties understand and agree that for so long as an Option is in effect, such Option shall be exclusive as to the Compounds that are the subject of the relevant PROSENSA Collaboration Program, and PROSENSA and its Affiliates shall have no right to offer or negotiate with any Third Party with respect to the grant to such Third Party of any right or license, or with respect to any settlement, consent judgment or other disposition of any action or proceeding under Article 8, or with respect to any other encumbrance of any kind, other than with respect to venture debt financing entered into in the ordinary course of business which does not create liens specific to the PROSENSA IP or the Joint IP and with the prior written consent of GSK (not to be unreasonably withheld or delayed), in or to any of such Compounds or any Exclusively Licensed IP that would interfere with the grant of the licenses resulting from the exercise of such Option to GSK hereunder, provided, however, that PROSENSA may, without GSK’s consent, enter into a royalty-interest, milestone-interest, revenue-interest, or similar type transaction with a Third Party which does not include liens or encumbrances specific to the PROSENSA IP, Joint IP, Compounds, Products or any Exclusively Licensed IP and does not alter the rights or obligations of GSK under this Agreement or pursuant to any license as contemplated under Article 4 to be granted hereunder. The grant of the Options by PROSENSA hereunder is irrevocable except as expressly provided under Article 12.

No Grant of Rights to Third Parties. Until such time as the Review Option Deadline Period, including any Option Deadline Extension Period (as may be extended), for an Option granted to GSK pursuant to Section 4.2 4.1 with respect to a given PROSENSA Collaboration Dynavax Program has expired or terminated (including, for example, because the JSC agrees that [ * ] terminated a PROSENSA Collaboration Program be terminatedDynavax Program), PROSENSA Dynavax and its Affiliates shall not grant to any Third Party rights in or to any Exclusively Licensed IP that are inconsistent with or that would interfere with the grant of the licenses that may result from the exercise of such Option by GSK hereunder. For the avoidance of doubt, the Parties understand and agree that for so long as an Option is in effect, such Option shall be exclusive as to the Compounds that are the subject of the relevant PROSENSA Collaboration Dynavax Program, and PROSENSA Dynavax and its Affiliates shall have no right to offer or negotiate with any Third Party with respect to the grant to such Third Party of any right or license, or with respect to any settlement, consent judgment or other disposition of any action or proceeding under Article 8, or with respect to any other encumbrance of any kind, other than with respect to venture debt financing entered into in the ordinary course of business which does not create liens specific to the PROSENSA IP or the Joint IP and with the prior written consent of GSK (not to be unreasonably withheld or delayed), in or to any of such Compounds or any Exclusively Licensed IP that would interfere with the grant of the licenses resulting from the exercise of such Option to GSK hereunder, provided, however, that PROSENSA may, without GSK’s consent, enter into a royalty-interest, milestone-interest, revenue-interest, or similar type transaction with a Third Party which does not include liens or encumbrances specific to the PROSENSA IP, Joint IP, Compounds, Products or any Exclusively Licensed IP and does not alter the rights or obligations of GSK under this Agreement or pursuant to any license as contemplated under Article 4 to be granted hereunder. The grant of the Options by PROSENSA Dynavax hereunder is irrevocable except as expressly provided under Article 12. GSK acknowledges that certain of the Exclusively Licensed IP to the extent that it pertains to compounds which are not Compounds or Products hereunder is subject to the terms and conditions of the [ * ] and that such grant of rights, so long as such grant is consistent with and does not interfere with the grant of exclusive licenses in the Field and in the Territory from the exercise of an affected Option hereunder, shall not be deemed a breach of this Agreement.

No Grant of Rights to Third Parties. Until such time as the Review Option Deadline Period, including any Option Deadline Extension Period (as may be extended), for an Option granted to GSK pursuant to Section 4.2 4.1 with respect to a given PROSENSA Collaboration Dynavax Program has expired or terminated (including, for example, because the JSC agrees that [ * ] terminated a PROSENSA Collaboration Program be terminatedDynavax Program), PROSENSA Dynavax and its Affiliates shall not grant to any Third Party rights in or to any Exclusively Licensed IP that are inconsistent with or that would interfere with the grant of the licenses that may result from the exercise of such Option by GSK hereunder. For the avoidance of doubt, the Parties understand and agree that for so long as an Option is in effect, such Option shall be exclusive as to the Compounds that are the subject of the relevant PROSENSA Collaboration Dynavax Program, and PROSENSA Dynavax and its Affiliates shall have no right to offer or negotiate with any Third Party with respect to the grant to such Third Party of any right or license, or with respect to any settlement, consent judgment or other disposition of any action or proceeding under Article 8, or with respect to any other encumbrance of any kind, other than with respect to venture debt financing entered into in the ordinary course of business which does not create liens specific to the PROSENSA IP or the Joint IP and with the prior written consent of GSK (not to be unreasonably withheld or delayed), in or to any of such Compounds or any Exclusively Licensed IP that would interfere with the grant of the licenses resulting from the exercise of such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Option to GSK hereunder, provided, however, that PROSENSA may, without GSK’s consent, enter into a royalty-interest, milestone-interest, revenue-interest, or similar type transaction with a Third Party which does not include liens or encumbrances specific to the PROSENSA IP, Joint IP, Compounds, Products or any Exclusively Licensed IP and does not alter the rights or obligations of GSK under this Agreement or pursuant to any license as contemplated under Article 4 to be granted hereunder. The grant of the Options by PROSENSA Dynavax hereunder is irrevocable except as expressly provided under Article 12. GSK acknowledges that certain of the Exclusively Licensed IP to the extent that it pertains to compounds which are not Compounds or Products hereunder is subject to the terms and conditions of the [ * ] and that such grant of rights, so long as such grant is consistent with and does not interfere with the grant of exclusive licenses in the Field and in the Territory from the exercise of an affected Option hereunder, shall not be deemed a breach of this Agreement.