Common use of Remedies for Failure to Use Commercially Reasonable Efforts Clause in Contracts

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Isis, in Biogen Idec’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 prior to the date Biogen Idec is granted a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable) with respect to a particular High Interest Target or Collaboration Program, Biogen Idec will notify Isis and, within [***] days thereafter, Isis and Biogen Idec will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to Isis’ use of Commercially Reasonable Efforts in ARTICLE 1. Following such a meeting, if Isis fails to use Commercially Reasonable Efforts as contemplated by ARTICLE 1 with respect to such High Interest Target or Collaboration Program, then subject to Section 10.2.6 below, Biogen Idec will have the right, at its sole discretion, to (i) terminate this Agreement as it relates to the applicable High Interest Target or Collaboration Program or, (ii) if the breach involves a Collaboration Program prior to Option exercise, Biogen Idec may elect to trigger the alternative remedy provisions of Section 10.3 below as it relates to the applicable Collaboration Program in lieu of terminating this Agreement for such Collaboration Program by providing written notice to Isis. This Section 10.2.5(a) sets forth Biogen Idec’s sole and exclusive remedies if Isis fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 prior to the date Biogen Idec is granted a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable).

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If IsisIonis, in Biogen IdecBiogen’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 prior to the date Biogen Idec is granted a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable) with respect to a particular High Interest Target or Collaboration Program, Biogen Idec will notify Isis Ionis and, within [***] days thereafter, Isis Ionis and Biogen Idec will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to IsisIonis’ use of Commercially Reasonable Efforts in ARTICLE 1. Following such a meeting, if Isis Ionis fails to use Commercially Reasonable Efforts as contemplated by ARTICLE 1 with respect to such High Interest Target or Collaboration Program, then subject to Section 10.2.6 below, Biogen Idec will have the right, at its sole discretion, to (i) terminate this Agreement as it relates to the applicable High Interest Target or Collaboration Program or, (ii) if the breach involves a Collaboration Program prior to Option exercisethe applicable License Effective Date, Biogen Idec may elect to trigger the alternative remedy provisions of Section 10.3 below as it relates to the applicable Collaboration Program in lieu of terminating this Agreement for such Collaboration Program by providing written notice to IsisIonis. This Section 10.2.5(a) sets forth Biogen IdecBiogen’s sole and exclusive remedies if Isis Ionis fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 prior to the date Biogen Idec is granted a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable). (b) If Biogen, in Ionis’ reasonable determination, fails to use Commercially Reasonable Efforts under Section 5.1 with respect to a Collaboration Program, Ionis will notify Biogen and, within [***] days thereafter, Ionis and Biogen will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to Biogen’s use of Commercially Reasonable Efforts in Section 5.1. Following such a meeting, if Biogen fails to use Commercially Reasonable Efforts with respect to the applicable Collaboration Program as contemplated by Section 5.1, then subject to Section 10.2.6 below, Ionis will have the right, at its sole discretion, to terminate this Agreement as it relates to such Collaboration Program. 10.2.6.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If IsisIonis, in Biogen IdecBiogen’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 prior to the date Biogen Idec is granted a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable) with respect to a particular High Interest Target or Collaboration Program, Biogen Idec will notify Isis Ionis and, within [***] days thereafter, Isis Ionis and Biogen Idec will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to IsisXxxxx’ use of Commercially Reasonable Efforts in ARTICLE 1. Following such a meeting, if Isis Xxxxx fails to use Commercially Reasonable Efforts as contemplated by ARTICLE 1 with respect to such High Interest Target or Collaboration Program, then subject to Section 10.2.6 below, Biogen Idec will have the right, at its sole discretion, to (i) terminate this Agreement as it relates to the applicable High Interest Target or Collaboration Program or, (ii) if the breach involves a Collaboration Program prior to Option exercise, Biogen Idec may elect to trigger the alternative remedy provisions of Section 10.3 below as it relates to the applicable Collaboration Program in lieu of terminating this Agreement for such Collaboration Program by providing written notice to IsisIonis. This Section 10.2.5(a) sets forth Biogen IdecBiogen’s sole and exclusive remedies if Isis Ionis fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 prior to the date Biogen Idec is granted a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable).

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If IsisIonis, in Biogen IdecBiogen’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 Section 1.5.3 prior to the date Biogen Idec is granted a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable) License Effective Date with respect to a particular High Interest Target or Collaboration Program, Biogen Idec will notify Isis Ionis and, within [***] days thereafter, Isis Ionis and Biogen Idec will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to IsisIonis’ use of Commercially Reasonable Efforts in ARTICLE 1Section 1.5.3. Following such a meeting, if Isis Ionis fails to use Commercially Reasonable Efforts as contemplated by ARTICLE 1 Section 1.5.3 with respect to such High Interest Target or Collaboration Program, then subject to Section 10.2.6 below, Biogen Idec will have the right, at its sole discretion, to (i) terminate this Agreement as it relates to the applicable High Interest Target or Collaboration Program or, (ii) if the breach involves a Collaboration Program prior to Option exercisethe License Effective Date for such Collaboration Program, Biogen Idec may elect to trigger the alternative remedy provisions of Section 10.3 below as it relates to the applicable Collaboration Program in lieu of terminating this Agreement for such Collaboration Program by providing written notice to IsisIonis. This Section 10.2.5(a) sets forth Biogen IdecBiogen’s sole and exclusive remedies if Isis Ionis fails to use Commercially Reasonable Efforts in the activities contemplated in ARTICLE 1 Section 1.5.3 prior to the date Biogen Idec is granted License Effective Date for a license under Section 4.1.1(a) or Section 4.1.1(b) (as applicable)particular Collaboration Program.