Common use of Option and Option Deadline Clause in Contracts

Option and Option Deadline. CRISPR hereby grants to Vertex and its Affiliates an exclusive option to obtain the Exclusive License with respect a maximum of six Collaboration Targets (each, an “Option,” and such six Collaboration Target maximum, the “Option Cap”). Within [***] after Vertex’s receipt of an Option Exercise Data Package for the applicable Collaboration Program (the “Option Deadline”), Vertex will notify CRISPR as to whether or not Vertex is exercising the applicable Option; provided, that if, following receipt of the applicable Option Exercise Data Package, Vertex delivers a [***] to the JRC, the Option Deadline will be extended until the date that is [***] after Vertex’s receipt of a revised Option Exercise Data Package reflecting the results of the Continuation Research as provided in Section 2.6. If Vertex or its designated Affiliate notifies CRISPR in writing that it wishes to exercise the applicable Option, CRISPR will, and hereby does, grant to Vertex or its designated Affiliate the Exclusive License with respect to Licensed Agents and Products directed to such Collaboration Target and, except with respect to Collaboration Targets that are [***] with respect to such Collaboration Target; provided, however, if Vertex determines that an HSR Filing is required to be made under the HSR Act to exercise an Option and notifies CRISPR of such determination within [***] after Vertex’s receipt of the complete Option Exercise Data Package, the Parties will promptly file an HSR Filing in accordance with Section 4.1.2(a) and Vertex’s election to exercise the applicable Option will not be effective (and Vertex will not be obligated to make any payment under Section 7.3.1) until the HSR Clearance Date. If Vertex fails to timely exercise an Option in accordance with this Section 4.1.1, the Option shall expire and be of no further force or effect, both Party’s obligations under Section 2.13.1 shall terminate with respect to the relevant Collaboration Target, such Collaboration Target shall no longer be a Collaboration Target nor a Vertex Target and Vertex shall be deemed to have terminated the relevant Collaboration Program for purposes of ARTICLE 11 of this Agreement.

Option and Option Deadline. CRISPR On a Collaboration Program-by-Collaboration Program basis, Ionis hereby grants to Vertex Biogen and its Affiliates an exclusive option to obtain the Exclusive License license set forth in Section 4.1.1(a) with respect a maximum of six to such Collaboration Targets Program (each, each an “Option,” and such six Collaboration Target maximum, the “Option Cap”). Within Each Option for a Collaboration Program that is not an ALS Collaboration Program or a Biogen Conducted Non-ALS Collaboration Program will be available to Biogen and its Affiliates until 5:00 pm (Eastern Time) on the [***] after Vertexfollowing Biogen’s receipt of an Option Exercise Data Package a complete PoC Trial Completion Notice for the applicable Collaboration Program (the “Standard Option Deadline”), Vertex . Each Option for an ALS Collaboration Program will notify CRISPR as be available to whether or not Vertex is exercising Biogen and its Affiliates until 5:00 pm (Eastern Time) on the applicable Option; provided, that if, following receipt earlier of (A) the applicable Option Exercise Data Package, Vertex delivers a [***] to following Biogen’s receipt of the JRCdata generated under the statistical analysis plan after initial database lock for the first PoC Trial for the applicable ALS Collaboration Program, and (B) the Option Deadline will be extended until the date that is [***] after Vertex’s receipt of a revised Option Exercise Data Package reflecting the results of the Continuation Research as provided in Section 2.6date a Development Candidate under such ALS Collaboration Program was designated (the “ALS Option Deadline”). If Vertex or Each Option for a Biogen Conducted Non-ALS Collaboration Program will be available to Biogen and its designated Affiliate notifies CRISPR in writing that it wishes to exercise Affiliates until 5:00 pm (Eastern Time) on the applicable Option, CRISPR will, and hereby does, grant to Vertex or its designated Affiliate earlier of (X) the Exclusive License with respect to Licensed Agents and Products directed to such Collaboration Target and, except with respect to Collaboration Targets that are [***] with respect to following Biogen’s receipt of the data generated under the statistical analysis plan after initial database lock for the first PoC Trial for the applicable Biogen Conducted Non-ALS Collaboration Program, and (Y) the [***] of the date a Development Candidate under such Biogen Conducted Non-ALS Collaboration Target; provided, howeverProgram was designated (the “Biogen Conducted Non-ALS Option Deadline”). Notwithstanding the foregoing, if Vertex Biogen determines that an HSR Filing is required to be made under the HSR Act to exercise an Option and notifies CRISPR Ionis of such determination within [***] after VertexBiogen’s receipt of the complete Option Exercise Data PackagePoC Trial Completion Notice, the Parties will promptly file an HSR Filing in accordance with Section 4.1.2(a3.1.4 and the Option Deadline will be extended until 5:00 pm (Eastern Time) and Vertex’s election to exercise on the applicable Option will not be effective (and Vertex will not be obligated to make any payment under Section 7.3.1) until fifth Business Day after the HSR Clearance Date. If Vertex fails If, by the Option Deadline, Biogen or its designated Affiliate (i) notifies Ionis in writing that it wishes to timely exercise an the applicable Option, and (ii) pays to Ionis the license fee set forth in Section 6.6, Ionis will, and hereby does, grant to Biogen or its designated Affiliate the license set forth in Section 4.1.1(a). If, by the Option Deadline, Biogen or its designated Affiliate has not both (y) provided Ionis a written notice stating that Biogen is exercising its Option, and (z) paid Ionis the license fee in accordance with this Section 4.1.16.6, then Biogen’s Option for the Option shall applicable Collaboration Program will expire and be of no further force or effectBiogen will promptly transfer to Ionis all data, both Partyresults and information (including Biogen’s obligations under Section 2.13.1 shall terminate with respect Confidential Information and any regulatory documentation (including drafts)) related to the relevant Collaboration Target, testing and Clinical Studies under such Collaboration Target shall no longer be a Collaboration Target nor a Vertex Target Program in the possession of Biogen and Vertex shall be deemed its contractors to have terminated the relevant Collaboration Program for purposes extent such data, results and information were generated by or on behalf of ARTICLE 11 of Biogen under this AgreementAgreement (and [***] will pay all out-of-pocket direct Third Party costs and expenses in transferring such data, results and information together with Biogen’s FTE Cost in transferring such data, results and information).

Option and Option Deadline. CRISPR On a Collaboration Target-by-Collaboration Target basis, Company hereby grants to Vertex and its Affiliates an exclusive option to obtain the Exclusive License with respect a maximum of six for the corresponding Collaboration Targets Compounds and Licensed Products directed against such Collaboration Target (each, each an “Option,” and such six ”). The Option may be exercised by Vertex on a Collaboration Target-by-Collaboration Target maximum, basis by written notice to Company (the “Option CapExercise Notice”). Within ) at any time between the initiation of activities under a Research Plan with respect to such Collaboration Target until the earliest of [***] after Vertex’s receipt of an Option Exercise Data Package for the applicable Collaboration Program (such deadline, the “Option Deadline” and upon delivery of the Option Exercise Notice, an “Option Exercise”). If Vertex delivers an Option Exercise Notice to Company with respect to a Collaboration Target, Vertex will notify CRISPR as to whether or not Vertex is exercising pay Company the applicable Option; provided, that if, following receipt of the applicable Option Exercise Data Package, Vertex delivers a [***] to the JRC, the Option Deadline will be extended until the date that is [***] after Vertex’s receipt of a revised Option Exercise Data Package reflecting the results of the Continuation Research as provided Fee in accordance with Section 2.6. If Vertex or its designated Affiliate notifies CRISPR in writing that it wishes to exercise the applicable Option, CRISPR will, and hereby does, grant to Vertex or its designated Affiliate the Exclusive License with respect to Licensed Agents and Products directed to such Collaboration Target and, except with respect to Collaboration Targets that are [***] 7.4 with respect to such Collaboration Target. On the License Effective Date for the applicable Collaboration Target, (i) such Collaboration Target shall automatically become a “Vertex Target” and (ii) Company will automatically grant to Vertex the Exclusive License for Collaboration Compounds and Licensed Products directed against such Collaboration Target; provided, howeverprovided that, if Vertex determines that an HSR Filing is required to be made under the HSR Act to as a result of Vertex’s exercise of an Option with respect to a Collaboration Target and notifies CRISPR Company of such determination within [***] after Vertex’s receipt of the complete Option Exercise Data PackageOEDP (or otherwise following Vertex’s notification to Company of Vertex’s intent to exercise an Option), the Parties will promptly file an HSR Filing in accordance with Section 4.1.2(a) ); and Vertex’s election to exercise the applicable Option will not be effective (and Vertex will not be obligated to make any payment under Section 7.3.17.4) until the HSR Clearance Date. If On a Collaboration Target-by-Collaboration Target basis, if Vertex fails to timely exercise provide an Option Exercise Notice in accordance with this Section 4.1.14.1.1 with respect to a Collaboration Target prior to the Option Deadline for such Option, the Option shall expire and be of no further force or effect, both Party’s obligations under Section 2.13.1 shall terminate with respect to the relevant Collaboration Target, such Collaboration Target shall no longer be a Collaboration Target nor and this Agreement shall automatically terminate with respect to such Collaboration Target in accordance with Section 11.2.1 with such Collaboration Target becoming a Vertex Target and Vertex shall be deemed to have terminated the relevant Collaboration Program for purposes of ARTICLE 11 of this AgreementTerminated Target.

Option and Option Deadline. CRISPR hereby grants to Vertex and its Affiliates an exclusive option to obtain the Exclusive License with respect a maximum of six Collaboration Targets (each, an “Option,” and such six Collaboration Target maximum, the “Option Cap”). Within [***] after Vertex’s receipt of an Option Exercise Data Package for the applicable Collaboration Program (the “Option Deadline”), Vertex will notify CRISPR as to whether or not Vertex is exercising the applicable Option; provided, that if, following receipt of the applicable Option Exercise Data Package, Vertex delivers a [***] to the JRC, the Option Deadline will be extended until the date that is [***] after Vertex’s receipt of a revised Option Exercise Data Package reflecting the results of the Continuation Research as provided in Section 2.6. If Vertex or its designated Affiliate notifies CRISPR in writing that it wishes to exercise the applicable Option, CRISPR will, and hereby does, grant to Vertex or its designated Affiliate the Exclusive License with respect to Licensed Agents and Products directed to such Collaboration Target and, except with respect to Collaboration Targets that are [***] with respect to such Collaboration Target; provided, however, if Vertex determines that an HSR Filing is required to be made under the HSR Act to exercise an Option and notifies CRISPR of such determination within [***] after Vertex’s receipt of the complete Option Exercise Data Package, the Parties will promptly file an HSR Filing in accordance with Section 4.1.2(a4.1.2 (a) and Vertex’s election to exercise the applicable Option will not be effective (and Vertex will not be obligated to make any payment under Section 7.3.1) until the HSR Clearance Date. If Vertex fails to timely exercise an Option in accordance with this Section 4.1.1, the Option shall expire and be of no further force or effect, both Party’s obligations under Section 2.13.1 shall terminate with respect to the relevant Collaboration Target, such Collaboration Target shall no longer be a Collaboration Target nor a Vertex Target and Vertex shall be deemed to have terminated the relevant Collaboration Program for purposes of ARTICLE 11 of this Agreement7.

Option and Option Deadline. CRISPR hereby grants to Vertex and its Affiliates an exclusive option to obtain the Exclusive License with respect a maximum of six Collaboration Targets (each, an “Option,” and such six Collaboration Target maximum, the “Option Cap”). Within [***] after Vertex’s receipt of an Option Exercise Data Package for the applicable Collaboration Program (the “Option Deadline”), Vertex will notify CRISPR as to whether or not Vertex is exercising the applicable Option; provided, that if, following receipt of the applicable Option Exercise Data Package, Vertex delivers a [***] to the JRC, the Option Deadline will be extended until the date that is [***] after Vertex’s receipt of a revised Option Exercise Data Package reflecting the results of the Continuation Research as provided in Section 2.6. If Vertex or its designated Affiliate notifies CRISPR in writing that it wishes to exercise the applicable Option, CRISPR will, and hereby does, grant to Vertex or its designated Affiliate the Exclusive License with respect to Licensed Agents and Products directed to such Collaboration Target and, except with respect to Collaboration Targets that are [***] with respect to such Collaboration Target; provided, however, if Vertex determines that an HSR Filing is required to be made under the HSR Act to exercise an Option and notifies CRISPR of such determination within [***] after Vertex’s receipt of the complete Option Exercise Data Package, the Parties will promptly file an HSR Filing in accordance with Section 4.1.2(a) and Vertex’s election to exercise the applicable Option will not be effective (and Vertex will not be obligated to make any payment under Section 7.3.1) until the HSR Clearance Date. If Vertex fails to timely exercise an Option in accordance with this Section 4.1.1, the Option shall expire and be of no further force or effect, both Party’s obligations under Section 2.13.1 shall terminate with respect to the relevant Collaboration Target, such Collaboration Target shall no longer be a Collaboration Target nor a Vertex Target and Vertex shall be deemed to have terminated the relevant Collaboration Program for purposes of ARTICLE 11 of this Agreement.)