Common use of Option and Option Deadline Clause in Contracts

Option and Option Deadline. On a Collaboration Program-by-Collaboration Program basis, Ionis hereby grants to Biogen and its Affiliates an exclusive option to obtain the license set forth in Section 4.1.1(a) with respect to such Collaboration Program (each an “Option”). 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 [***] following Biogen’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 and its Affiliates until 5:00 pm (Eastern Time) on the earlier of (A) the [***] 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 ALS Collaboration Program, and (B) the [***] of the date a Development Candidate under such ALS Collaboration Program was designated (the “ALS Option Deadline”). Each Option for a Biogen Conducted Non-ALS Collaboration Program will be available to Biogen and its Affiliates until 5:00 pm (Eastern Time) on the earlier of (X) the [***] 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 Program was designated (the “Biogen Conducted Non-ALS Option Deadline”). Notwithstanding the foregoing, if Biogen determines that an HSR Filing is required to be made under the HSR Act to exercise an Option and notifies Ionis of such determination within [***] after Biogen’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 or its designated Affiliate (i) notifies Ionis in writing that it wishes to exercise 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 Section 6.6, then Biogen’s Option for the applicable Collaboration Program will expire and Biogen will promptly transfer to Ionis all data, results and information (including Biogen’s Confidential Information and any regulatory documentation (including drafts)) related to the testing and Clinical Studies under such Collaboration Program in the possession of Biogen and its contractors to the extent such data, results and information were generated by or on behalf of Biogen under this Agreement (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. On a Collaboration Program-by-Collaboration Program basis, Ionis Isis hereby grants to Biogen Idec and its Affiliates an exclusive option to obtain the license set forth in Section 4.1.1(a) with respect to such Collaboration Program (each an “Option”). 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 Idec and its Affiliates until 5:00 pm (Eastern Time) on the [***] following BiogenBiogen 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 BiogenBiogen 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”). Each Option for a Biogen Conducted Non-ALS Collaboration Program will be available to Biogen and its Affiliates until 5:00 pm (Eastern Time) on the earlier of (X) the [***] 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 Program was designated (the “Biogen Conducted Non-ALS Option Deadline”). Notwithstanding the foregoing; provided however, if Biogen Idec determines that an HSR Filing is required to be made under the HSR Act to exercise an Option and notifies Ionis Isis of such determination within [***] after BiogenBiogen 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 Ionis Isis in writing that it wishes to exercise the applicable Option, and (ii) pays to Ionis Isis the license fee set forth in Section 6.6, Ionis Isis will, and hereby does, grant to Biogen Idec or its designated Affiliate the license set forth in Section 4.1.1(a). If, by the Option Deadline, Biogen Idec or its designated Affiliate has not both (y) provided Ionis Isis a written notice stating that Biogen Idec is exercising its Option, and (z) paid Ionis Isis the license fee in accordance with Section 6.6, then BiogenBiogen Idec’s Option for the applicable Collaboration Program will expire and Biogen will promptly transfer to Ionis all data, results and information (including Biogen’s Confidential Information and any regulatory documentation (including drafts)) related to the testing and Clinical Studies under such Collaboration Program in the possession of Biogen and its contractors to the extent such data, results and information were generated by or on behalf of Biogen under this Agreement (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)expire.

Option and Option Deadline. On a Collaboration ProgramTarget-by-Collaboration Program Target basis, Ionis Company hereby grants to Biogen and its Affiliates Vertex an exclusive option to obtain the license set forth in Section 4.1.1(a) with respect to Exclusive License for the corresponding Collaboration Compounds and Licensed Products directed against such Collaboration Program Target (each an “Option”). Each The Option for may be exercised by Vertex on a Collaboration Program that is not an ALS Target-by-Collaboration Program or Target basis by written notice to Company (the “Option Exercise Notice”) at any time between the initiation of activities under a Biogen Conducted Non-ALS Research Plan with respect to such Collaboration Program will be available to Biogen and its Affiliates Target until 5:00 pm (Eastern Time) on the earliest of [***] following Biogen’s receipt (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 complete PoC Trial Completion Notice Collaboration Target, Vertex will pay Company the Option Exercise Fee in accordance with Section 7.4 with respect to such Collaboration Target. On the License Effective Date for the applicable Collaboration Program Target, (the i) such Collaboration Target shall automatically become a “Standard Option Deadline”). Each Option for an ALS Collaboration Program will be available to Biogen and its Affiliates until 5:00 pm (Eastern Time) on the earlier of (A) the [***] 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 ALS Collaboration Program, Vertex Target” and (Bii) Company will automatically grant to Vertex the [***] of the date a Development Candidate under Exclusive License for Collaboration Compounds and Licensed Products directed against such ALS Collaboration Program was designated (the “ALS Option Deadline”). Each Option for a Biogen Conducted Non-ALS Collaboration Program will be available to Biogen and its Affiliates until 5:00 pm (Eastern Time) on the earlier of (X) the [***] 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 Program was designated (the “Biogen Conducted Non-ALS Option Deadline”). Notwithstanding the foregoingTarget; provided that, if Biogen 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 Ionis Company of such determination within [***] after BiogenVertex’s receipt of the complete PoC Trial Completion NoticeOEDP (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 3.1.4 4.1.2(a); and Vertex’s election to exercise the applicable Option Deadline will not be extended effective (and Vertex will not be obligated to make any payment under Section 7.4) until 5:00 pm (Eastern Time) on the fifth Business Day after the HSR Clearance Date. IfOn a Collaboration Target-by-Collaboration Target basis, by if Vertex fails to provide an Option Exercise Notice in accordance with this Section 4.1.1 with respect to a Collaboration Target prior to the Option Deadline, Biogen or its designated Affiliate (i) notifies Ionis in writing that it wishes to exercise the applicable Deadline for such 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 Deadlineshall expire and be of no further force or effect, Biogen or its designated Affiliate has not both (y) provided Ionis such Collaboration Target shall no longer be a written notice stating that Biogen is exercising its Option, Collaboration Target and (z) paid Ionis the license fee this Agreement shall automatically terminate with respect to such Collaboration Target in accordance with Section 6.6, then Biogen’s Option for the applicable Collaboration Program will expire and Biogen will promptly transfer to Ionis all data, results and information (including Biogen’s Confidential Information and any regulatory documentation (including drafts)) related to the testing and Clinical Studies under 11.2.1 with such Collaboration Program in the possession of Biogen and its contractors to the extent such data, results and information were generated by or on behalf of Biogen under this Agreement (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)Target becoming a Terminated Target.