Common use of Option and Option Deadline Clause in Contracts

Option and Option Deadline. Isis hereby grants to Biogen Idec and its Affiliates an exclusive option to obtain the license set forth in Section 4.1.1 (the “Option”). The Option will be available to Biogen Idec and its Affiliates until 5:00 pm (Eastern Time) on the [***] following Biogen Idec’s receipt of a complete PoC Trial Completion Notice (the “Option Deadline”); provided, however, if Biogen Idec determines that an HSR Filing is required to be made under the HSR Act to exercise the Option and notifies Isis of such determination within [***] after Biogen Idec’s receipt of the complete PoC Trial Completion Notice, the Parties will promptly file an HSR Filing in accordance with Section 3.1.4 and the Option Deadline will be extended until 5:00 pm (Eastern Time) on the fifth Business Day after the HSR Clearance Date. If, by the Option Deadline, Biogen Idec or its designated Affiliate (i) notifies Isis in writing that it wishes to exercise the Option, and (ii) pays to Isis the license fee set forth in Section 6.3, Isis will, and hereby does, grant to Biogen Idec or its designated Affiliate the license set forth in Section 4.1.1. If, by the Option Deadline, Biogen Idec or its designated Affiliate has not both (y) provided Isis a written notice stating that Biogen Idec is exercising its Option, and (z) paid Isis the license fee in accordance with Section 6.3, then Biogen Idec’s Option will expire.

Option and Option Deadline. Isis On a Collaboration Program-by-Collaboration Program basis, Ionis hereby grants to Biogen Idec and its Affiliates an exclusive option to obtain the license set forth in Section 4.1.1 with respect to such Collaboration Program (the each, an “Option”). The Each Option for a Collaboration Program will be available to Biogen Idec and its Affiliates until 5:00 pm (Eastern Time) on the [***] (A) the [***] following Biogen Idec’s receipt the IND-Enabling Toxicology Studies Completion Date for the applicable Collaboration Program, and (B) the [***] anniversary of a complete PoC Trial Completion Notice the date the Development Candidate was designated for such Collaboration Program under Section 1.4.2(b) (the “Option Deadline”); provided, however, if Biogen Idec determines that an HSR Filing is required to be made under the HSR Act to exercise the Option and notifies Isis Ionis of such determination within [***] after Biogen Idec’s receipt of the complete PoC Trial IND-Enabling Toxicology Studies Completion NoticeDate, the Parties will promptly file an HSR Filing in accordance with Section 3.1.4 3.3 and the Option Deadline will be extended until 5:00 pm (Eastern Time) on the fifth Business Day after the HSR Clearance Date. If, by the Option Deadline, Biogen Idec or its designated Affiliate (i) notifies Isis Ionis in writing that it wishes to exercise the Option, and (ii) pays to Isis Ionis the license fee set forth in Section 6.36.2, Isis Ionis will, and hereby does, grant to Biogen Idec or its designated Affiliate the license set forth in Section 4.1.1. If, by the Option Deadline, Biogen Idec or its designated Affiliate has not both (y) provided Isis Ionis a written notice stating that Biogen Idec is exercising its Option, and (z) paid Isis Ionis the license fee in accordance with Section 6.36.2, then Biogen IdecBiogen’s Option for the applicable Collaboration Program will expireexpire and (a) upon Ionis’ request, Biogen will provide to Ionis any data generated under the Collaboration Program and licensed to Ionis under Section 4.3.2, and (b) upon Biogen’s request, Ionis will provide to Biogen any data generated under the Collaboration Program and licensed to Biogen under Section 4.3.1.

Option and Option Deadline. Isis On a Collaboration Program-by-Collaboration Program basis, Ionis hereby grants to Biogen Idec and its Affiliates an exclusive option to obtain the license set forth in Section 4.1.1 with respect to such Collaboration Program (the each an “Option”). The Each Option will be available to Biogen Idec and its Affiliates until 5:00 pm (Eastern Time) on the [***] following Biogen IdecBiogen’s receipt of a complete PoC Trial Completion Notice for the applicable Collaboration Program (the “Option Deadline”); provided, however, that if Biogen Idec determines that an HSR Filing is required to be made under the HSR Act to exercise the Option and notifies Isis Ionis of such determination within [***] after Biogen IdecBiogen’s receipt of the complete PoC Trial Completion Notice, the Parties will promptly file an HSR Filing in accordance with Section 3.1.4 and the Option Deadline will be extended until 5:00 pm (Eastern Time) on the fifth Business Day after the HSR Clearance Date. If, by the Option Deadline, Biogen Idec or its designated Affiliate (ia) notifies Isis Ionis in writing that it wishes to exercise the applicable Option, and (iib) pays to Isis Ionis the license fee set forth in Section 6.3, Isis Ionis will, and hereby does, grant to Biogen Idec or its designated Affiliate the license set forth in Section 4.1.1. If, by the Option Deadline, Biogen Idec or its designated Affiliate has not both (y) provided Isis Ionis a written notice stating that Biogen Idec is exercising its Option, and (z) paid Isis Ionis the license fee in accordance with Section 6.3, then Biogen IdecBiogen’s Option for the applicable Collaboration Program will expireexpire and Sections 10.4.2(a), 10.4.2(b), 10.4.2(c) and 10.4.2(e) will apply.

Option and Option Deadline. On a Collaboration Program-by-Collaboration Program basis, Isis hereby grants to Biogen Idec and its Affiliates an exclusive option to obtain the license set forth in Section 4.1.1 with respect to such Collaboration Program (the each an “Option”). The Each Option will be available to Biogen Idec and its Affiliates until 5:00 pm (Eastern Time) on the [***] following Biogen Idec’s receipt of a complete PoC Trial Completion Notice for the applicable Collaboration Program (the “Option Deadline”); provided, however, if Biogen Idec determines that an HSR Filing is required to be made under the HSR Act to exercise the Option and notifies Isis of such determination within [***] after Biogen Idec’s receipt of the complete PoC Trial Completion Notice, the Parties will promptly file an HSR Filing in accordance with Section 3.1.4 and the Option Deadline will be extended until 5:00 pm (Eastern Time) on the fifth Business Day after the HSR Clearance Date. If, by the Option Deadline, Biogen Idec or its designated Affiliate (i) notifies Isis in writing that it wishes to exercise the applicable Option, and (ii) pays to Isis the license fee set forth in Section 6.3, Isis will, and hereby does, grant to Biogen Idec or its designated Affiliate the license set forth in Section 4.1.1. If, by the Option Deadline, Biogen Idec or its designated Affiliate has not both (y) provided Isis a written notice stating that Biogen Idec is exercising its Option, and (z) paid Isis the license fee in accordance with Section 6.3, then Biogen Idec’s Option for the applicable Collaboration Program will expire.

Option and Option Deadline. On a Collaboration Program-by-Collaboration Program basis, Isis hereby grants to Biogen Idec and its Affiliates an exclusive option to obtain the license set forth in Section 4.1.1 4.1.1(a) with respect to such Collaboration Program (the each an “Option”). The Each Option for a Collaboration Program that is not an ALS Collaboration Program will be available to Biogen Idec and its Affiliates until 5:00 pm (Eastern Time) on the [***] following Biogen Idec’s receipt of a complete PoC Trial Completion Notice for the applicable Collaboration Program (the “Standard Option Deadline”). Each Option for an ALS Collaboration Program will be available to Biogen Idec and its Affiliates until 5:00 pm (Eastern Time) on the earlier of (A) the [***] following Biogen Idec’s receipt of the data generated under the statistical analysis plan after initial database lock for the first PoC Trial for the applicable ALS Collaboration Program, and (B) the [***] of the date a Development Candidate under such ALS Collaboration Program was designated (the “ALS Option Deadline”); provided, provided however, if Biogen Idec determines that an HSR Filing is required to be made under the HSR Act to exercise the an Option and notifies Isis of such determination within [***] after Biogen Idec’s receipt of the complete PoC Trial Completion Notice, the Parties will promptly file an HSR Filing in accordance with Section 3.1.4 and the Option Deadline will be extended until 5:00 pm (Eastern Time) on the fifth Business Day after the HSR Clearance Date. If, by the Option Deadline, Biogen Idec or its designated Affiliate (i) notifies Isis in writing that it wishes to exercise the applicable Option, and (ii) pays to Isis the license fee set forth in Section 6.36.6, Isis will, and hereby does, grant to Biogen Idec or its designated Affiliate the license set forth in Section 4.1.14.1.1(a). If, by the Option Deadline, Biogen Idec or its designated Affiliate has not both (y) provided Isis a written notice stating that Biogen Idec is exercising its Option, and (z) paid Isis the license fee in accordance with Section 6.36.6, then Biogen Idec’s Option for the applicable Collaboration Program will expire.