Common use of Right of First Negotiation for Follow-On Compounds Clause in Contracts

Right of First Negotiation for Follow-On Compounds. On a Drug Discovery Program-by-Drug Discovery Program basis, during the period commencing on the date JBI exercises the applicable Option in accordance with this Agreement and ending upon [***] (such period, the “ROFN Period”), Isis hereby grants to JBI a right of first negotiation to develop and commercialize any Follow-On Compound developed by or on behalf of Isis, which right of first negotiation is granted on the following terms and conditions: (a) At any time prior to the [***] following the [***] for the applicable Product, JBI may provide Isis with a non-binding, good faith written notice expressing JBI’s desire for Isis to identify a Follow-On Compound (a “Follow-On Interest Notice”). If (i) JBI does not provide Isis with a Follow-On Interest Notice before the [***] following the [***] for the applicable Product, or (ii) JBI does timely provide Isis with a Follow-On Interest Notice but the Parties do not agree on a [***] related to such Follow-On Compound by 5:00 pm (Eastern Time) on the [***] following the [***] for the applicable Product, then, Isis may work independently or with any of its Affiliates or any Third Party with respect to the discovery, research, development and manufacture of a Follow-On Compound; provided, however, that during [***], Isis will not grant any license (or an option to obtain such a license) under any intellectual property owned, controlled or licensed by Isis to make, use or sell any Follow-On Compound (a “Follow-On Agreement”) unless and until Isis provides a written notice to JBI (a “Follow-On Negotiation Notice”), which notice [***]. Isis will not enter into such a Follow-On Agreement with any Third Party until the earlier to occur of: (A) [***] (each, a “ROFN Termination Event”). (b) Following a ROFN Termination Event, subject to JBI’s right under Section 1.6.8 to stop sharing information, Isis will have no further obligation to negotiate with JBI or its Affiliates with respect to such Follow-On Agreement, and Isis will be free to negotiate and enter an agreement with a Third Party with respect to a Follow-On Agreement. Any Follow-On Agreement entered into by Isis with a Third Party in accordance with this Section 2.1.2(b) will be a Permitted License to the extent related to the Follow-On Compound.

Right of First Negotiation for Follow-On Compounds. On a Drug Discovery Program-by-Drug Discovery Program basis, during During the period commencing on the date JBI exercises Effective Date and ending upon (i) if the applicable Option is not exercised in accordance with this Agreement and ending upon Agreement, [***], or (ii) if the Option is exercised in accordance with this Agreement, [***] (such period, the “ROFN Period”), Isis hereby grants to JBI Biogen Idec a right of first negotiation to develop and commercialize any Follow-On Compound developed by or on behalf of Isis, which right of first negotiation is granted on the following terms and conditions: (a) At any time prior to the Within [***] following the [***] for the applicable Product], JBI Biogen Idec may provide Isis with a non-binding, good faith written notice expressing JBIBiogen Idec’s desire for Isis to identify a Follow-On Compound (a “Follow-On Interest Notice”). If (i) JBI Biogen Idec does not not, within such [***] period, provide Isis with a Follow-On Interest Notice before the [***] following the [***] for the applicable ProductNotice, or (ii) JBI Biogen Idec does timely provide Isis with a Follow-On Interest Notice but the Parties do not agree on a [***] related to such Follow-On Compound by 5:00 pm (Eastern Time) on the [***] following the [***] for the applicable Productdate of Option exercise, then, Isis may work independently or with any of its Affiliates or any Third Party with respect to the discovery, research, development and manufacture of a Follow-On Compound; provided, however, that during [***]the ROFN Period, Isis will not grant any license (or an option to obtain such a license) under any intellectual property owned, controlled or licensed by Isis to make, use or sell any Follow-On Compound (a “Follow-On Agreement”) unless and until Isis provides a written notice to JBI Biogen Idec (a “Follow-On Negotiation Notice”), which notice identifies [***]. Isis will not initiate negotiations regarding or enter into such a Follow-On Agreement with any Third Party until the earlier to occur of: (A) [***] (each, a “ROFN Termination Event”). (b) Following If Biogen Idec or one of its Affiliates responds within [***] after its receipt of the Follow-On Negotiation Notice indicating that Biogen Idec or one of its Affiliates desires to negotiate with Isis regarding the proposed Follow-On Agreement, Isis and Biogen Idec or one of its Affiliates will negotiate in good faith with each other until the [***] after the date Isis provided Biogen Idec the Follow-On Negotiation Notice (or such other period as mutually agreed by the Parties) (the “Negotiation Period”) regarding a ROFN Termination Eventmutually satisfactory Follow-On Agreement (which may take the form of an amendment to this Agreement). During the Negotiation Period, subject Isis will make at least [***] to JBI’s right under Section 1.6.8 Biogen Idec or its Affiliate setting forth all material business and legal terms on which Isis would be willing to stop sharing informationenter into the proposed Follow-On Agreement with Isis; provided, that neither Party will have any obligation to enter into a Follow-On Agreement. If the Negotiation Period expires before Biogen Idec or its Affiliate and Isis have entered into such a Follow-On Agreement, Isis will have no further obligation to negotiate with JBI Biogen Idec or its Affiliates with respect to such Follow-On Agreement, Agreement and Isis will be free to negotiate and enter an agreement with a Third Party with respect to a Follow-On Agreement [***]; provided, however, that Isis will not enter into any such Follow-On Agreement with any Third Party unless the terms and pricing of such Follow-On Agreement, [***] during the Negotiation Period. If, with respect to any Follow-On Compound that was the subject of the Follow-On Agreement previously discussed by the Parties, after the end of the Negotiation Period and prior to Isis entering into a Follow-On Agreement with a Third Party, [***] regarding the Follow-On Compound, Isis’ obligations and Biogen Idec’s rights under Section 2.1.2(a) and this Section 2.1.2(b) will reset and Isis will provide Biogen Idec with a new Follow-On Negotiation Notice. (c) Any Follow-On Agreement entered into by Isis with a Third Party in accordance with this Section 2.1.2(b) will be a Permitted License to the extent related to the Follow-On Compound. (d) Notwithstanding anything to the contrary in this Agreement, until [***], Isis will provide to Biogen Idec a Follow-On Negotiation Notice for each [***] pursuant to this Section 2.1.2, unless Isis enters into a Follow-On Agreement with a Third Party pursuant to this Section 2.1.2 and the terms of such agreement do not permit Isis to grant Biogen Idec rights with respect to the applicable Follow-On Compound.

Right of First Negotiation for Follow-On Compounds. On a Drug Discovery Collaboration Program-by-Drug Discovery Collaboration Program basis, during the period commencing on the date JBI exercises Effective Date and ending upon (i) if the applicable Option is not exercised in accordance with this Agreement and ending upon Agreement, [***], or (ii) if the applicable Option is exercised in accordance with this Agreement, [***] (such period, the “ROFN Period”), Isis hereby grants to JBI Biogen Idec a right of first negotiation to develop and commercialize any Follow-On Compound developed by or on behalf of Isis, which right of first negotiation is granted on the following terms and conditions: (a) At any time prior to the 2.2.1. Within [***] following the [***] for the applicable Product], JBI Biogen Idec may provide Isis with a non-binding, good faith written notice expressing JBIBiogen Idec’s desire for Isis to identify a Follow-On Compound (a “Follow-On Interest Notice”). If (i) JBI Biogen Idec does not not, within such [***] period, provide Isis with a Follow-On Interest Notice before the [***] following the [***] for the applicable ProductNotice, or (ii) JBI Biogen Idec does timely provide Isis with a Follow-On Interest Notice but the Parties do not agree on a [***] related to such Follow-On Compound by 5:00 pm (Eastern Time) on the [***] following the [***] for the applicable Productdate of Option exercise, then, Isis may work independently or with any of its Affiliates or any Third Party with respect to the discovery, research, development and manufacture of a Follow-On Compound; provided, however, that during [***]the ROFN Period, Isis will not grant any license (or an option to obtain such a license) under any intellectual property owned, controlled or licensed by Isis to make, use or sell any Follow-On Compound (a “Follow-On Agreement”) unless and until Isis provides a written notice to JBI Biogen Idec (a “Follow-On Negotiation Notice”), which notice identifies [***]. Isis will not initiate negotiations regarding or enter into such a Follow-On Agreement with any Third Party until the earlier to occur of: (A) [***] (each, a “ROFN Termination Event”). 2.2.2. If Biogen Idec or one of its Affiliates responds within [***] after its receipt of the Follow-On Negotiation Notice indicating that Biogen Idec or one of its Affiliates desires to negotiate with Isis regarding the proposed Follow-On Agreement, Isis and Biogen Idec or one of its Affiliates will negotiate in good faith with each other until the [***] after the date Isis provided Biogen Idec the Follow-On Negotiation Notice (bor such other period as mutually agreed by the Parties) Following (the “Negotiation Period”) regarding a ROFN Termination Eventmutually satisfactory Follow-On Agreement (which may take the form of an amendment to this Agreement). During the Negotiation Period, subject Isis will make at least [***] to JBI’s right under Section 1.6.8 Biogen Idec or its Affiliate setting forth all material business and legal terms on which Isis would be willing to stop sharing informationenter into the proposed Follow-On Agreement with Isis; provided, that neither Party will have any obligation to enter into a Follow-On Agreement. If the Negotiation Period expires before Biogen Idec or its Affiliate and Isis have entered into such a Follow-On Agreement, Isis will have no further obligation to negotiate with JBI Biogen Idec or its Affiliates with respect to such Follow-On Agreement, Agreement and Isis will be free to negotiate and enter an agreement with a Third Party with respect to a Follow-On Agreement [***]; provided, however, that Isis will not enter into any such Follow-On Agreement with any Third Party unless the terms and pricing of such Follow-On Agreement, [***] during the Negotiation Period. If, with respect to any Follow-On Compound that was the subject of the Follow-On Agreement previously discussed by the Parties, after the end of the Negotiation Period and prior to Isis entering into a Follow-On Agreement with a Third Party, [***] regarding the Follow-On Compound, Isis’ obligations and Biogen Idec’s rights under Section 2.2.1 and this Section 2.2.2 will reset and Isis will provide Biogen Idec with a new Follow-On Negotiation Notice. 2.2.3. Any Follow-On Agreement entered into by Isis with a Third Party in accordance with this Section 2.1.2(b) 2.2.2 will be a Permitted License to the extent related to the Follow-On Compound. 2.2.4. Notwithstanding anything to the contrary in this Agreement, until [***], Isis will provide to Biogen Idec a Follow-On Negotiation Notice for each [***] pursuant to this Section 2.2, unless Isis enters into a Follow-On Agreement with a Third Party pursuant to this Section 2.2 and the terms of such agreement do not permit Isis to grant Biogen Idec rights with respect to the applicable Follow-On Compound. Except as expressly set forth in Section 2.1.2, Section 2.2, or Section 10.4.4, in no event will Isis have the right to [***].

Right of First Negotiation for Follow-On Compounds. On a Drug Discovery Collaboration Program-by-Drug Discovery Collaboration Program basis, during the period commencing on the date JBI exercises Effective Date and ending upon (i) if the applicable Option is not exercised in accordance with this Agreement and ending upon Agreement, [***] or (ii) if the applicable Option is exercised in accordance with this Agreement, [***] (such period, the “ROFN Period”), Isis Ionis hereby grants to JBI Biogen a right of first negotiation to develop and commercialize any Follow-On Compound developed by or on behalf of IsisIonis, which right of first negotiation is granted on the following terms and conditions: (a) At any time prior to the Within [***] following the [***] for the applicable Product], JBI Biogen may provide Isis Ionis with a non-binding, good faith written notice expressing JBIBiogen’s desire for Isis Ionis to identify a Follow-On Compound with respect to the Collaboration Target that is the subject of such Collaboration Program (a “Follow-On Interest Notice”). If (i) JBI Biogen does not not, within such [***] period, provide Isis Ionis with a Follow-On Interest Notice before the [***] following the [***] for the applicable ProductNotice, or (ii) JBI Biogen does timely provide Isis Ionis with a Follow-On Interest Notice but the Parties do not agree on a [***] related to such Follow-On Compound by 5:00 pm (Eastern Time) on the [***] following the [***] License Effective Date for the applicable Productsuch Collaboration Program, then, Isis Ionis may work independently or with any of its Affiliates or any Third Party with respect to the discovery, research, development and manufacture of a Follow-On CompoundCompound with respect to such Collaboration Target; provided, however, that during [***]the ROFN Period, Isis Ionis will not grant any license (or an option to obtain such a license) under any intellectual property owned, controlled or licensed by Isis Ionis to make, use or sell any Follow-On Compound (a “Follow-On Agreement”) with respect to such Collaboration Target unless and until Isis Ionis provides a written notice to JBI Biogen (a “Follow-On Negotiation Notice”), which notice identifies [***]. Isis Ionis will not initiate negotiations regarding or enter into such a Follow-On Agreement with any Third Party until the earlier to occur of: (A) [***] (each, a “ROFN Termination Event”). (b) Following If Biogen or one of its Affiliates responds within [***] after its receipt of a ROFN Termination EventFollow-On Negotiation Notice indicating that Biogen or one of its Affiliates desires to negotiate with Ionis regarding the proposed Follow-On Agreement, subject Ionis and Biogen or one of its Affiliates will negotiate in good faith with each other until the [***] after the date Ionis provided Biogen the Follow-On Negotiation Notice (or such other period as mutually agreed by the Parties) (the “Negotiation Period”) regarding a mutually satisfactory Follow-On Agreement (which may take the form of an amendment to JBI’s right under Section 1.6.8 this Agreement). During the Negotiation Period, Ionis will make at least [***] to stop sharing informationBiogen or its Affiliate setting forth all material business and legal terms on which Ionis would be willing to enter into the proposed Follow-On Agreement with Ionis; provided that neither Party will have any obligation to enter into any such Follow-On Agreement. If the Negotiation Period expires before Biogen or its Affiliate and Ionis have entered into such a Follow-On Agreement, Isis Ionis will have no further obligation to negotiate with JBI Biogen or its Affiliates with respect to such Follow-On Agreement, Agreement and Isis Ionis will be free to negotiate and enter an agreement with a Third Party with respect to a Follow-On Agreement [***]; provided, however, that Ionis will not enter into any such Follow-On Agreement with any Third Party unless the terms and pricing of such Follow-On Agreement, [***] during the Negotiation Period. If, with respect to any Follow-On Compound that was the subject of the Follow-On Agreement previously discussed by the Parties, after the end of the Negotiation Period and prior to Ionis entering into a Follow-On Agreement with a Third Party, [***] regarding the Follow-On Compound, Ionis’ obligations and Biogen’s rights under Section 2.1.2(a) and this Section 2.1.2(b) will reset and Ionis will provide Biogen with a new Follow-On Negotiation Notice. EXECUTION VERSION (c) Any Follow-On Agreement entered into by Isis Ionis with a Third Party in accordance with this Section 2.1.2(b) will be a Permitted License to the extent related to the Follow-On Compound.

Right of First Negotiation for Follow-On Compounds. On a Drug Discovery Collaboration Program-by-Drug Discovery Collaboration Program basis, during the period commencing on the date JBI exercises Effective Date and ending upon (i) if the applicable Option is not exercised in accordance with this Agreement and ending upon Agreement, [***], or (ii) if the applicable Option is exercised in accordance with this Agreement, [***] (such period, the “ROFN Period”), Isis Ionis hereby grants to JBI Biogen a right of first negotiation to develop and commercialize any Follow-On Compound developed by or on behalf of IsisIonis, which right of first negotiation is granted on the following terms and conditions: (a) At any time prior to the 2.2.1. Within [***] following the [***] for the applicable Product], JBI Biogen may provide Isis Ionis with a non-binding, good faith written notice expressing JBIBiogen’s desire for Isis Ionis to identify a Follow-On Compound (a “Follow-On Interest Notice”). If (i) JBI Biogen does not not, within such [***] period, provide Isis Ionis with a Follow-On Interest Notice before the [***] following the [***] for the applicable ProductNotice, or (ii) JBI Biogen does timely provide Isis Ionis with a Follow-On Interest Notice but the Parties do not agree on a [***] related to such Follow-On Compound by 5:00 pm (Eastern Time) on the [***] following the [***] for the applicable Productdate of Option exercise, then, Isis Ionis may work independently or with any of its Affiliates or any Third Party with respect to the discovery, research, development and manufacture of a Follow-On Compound; provided, however, that during [***]the ROFN Period, Isis Ionis will not grant any license (or an option to obtain such a license) under any intellectual property owned, controlled or licensed by Isis Ionis to make, use or sell any Follow-On Compound (a “Follow-On Agreement”) unless and until Isis Ionis provides a written notice to JBI Biogen (a “Follow-On Negotiation Notice”), which notice identifies [***]. Isis Xxxxx will not initiate negotiations regarding or enter into such a Follow-On Agreement with any Third Party until the earlier to occur of: (A) [***]. 2.2.2. If Biogen or one of its Affiliates responds within [***] after its receipt of the Follow-On Negotiation Notice indicating that Biogen or one of its Affiliates desires to negotiate with Ionis regarding the proposed Follow-On Agreement, Ionis and Biogen or one of its Affiliates will negotiate in good faith with each other until the [***] after the date Ionis provided Biogen the Follow-On Negotiation Notice (eachor such other period as mutually agreed by the Parties) (the “Negotiation Period”) regarding a mutually satisfactory Follow-On Agreement (which may take the form of an amendment to this Agreement). During the Negotiation Period, Ionis will make at least [***] to Biogen or its Affiliate setting forth all material business and legal terms on which Ionis would be willing to enter into the proposed Follow-On Agreement with Xxxxx; provided, that neither Party will have any obligation to enter into a “ROFN Termination Event”). (b) Following Follow-On Agreement. If the Negotiation Period expires before Biogen or its Affiliate and Ionis have entered into such a ROFN Termination EventFollow-On Agreement, subject to JBI’s right under Section 1.6.8 to stop sharing information, Isis Ionis will have no further obligation to negotiate with JBI Biogen or its Affiliates with respect to such Follow-On Agreement, Agreement and Isis Ionis will be free to negotiate and enter an agreement with a Third Party with respect to a Follow-On Agreement [***]; provided, however, that Ionis will not enter into any such Follow-On Agreement with any Third Party unless the terms and pricing of such Follow-On Agreement, [***] during the Negotiation Period. If, with respect to any Follow-On Compound that was the subject of the Follow-On Agreement previously discussed by the Parties, after the end of the Negotiation Period and prior to Ionis entering into a Follow-On Agreement with a Third Party, [***] regarding the Follow-On Compound, Ionis’ obligations and Biogen’s rights under Section 2.2.1 and this Section 2.2.2 will reset and Ionis will provide Biogen with a new Follow-On Negotiation Notice. 2.2.3. Any Follow-On Agreement entered into by Isis Ionis with a Third Party in accordance with this Section 2.1.2(b) 2.2.2 will be a Permitted License to the extent related to the Follow-On Compound. 2.2.4. Notwithstanding anything to the contrary in this Agreement, until [***], Ionis will provide to Biogen a Follow-On Negotiation Notice for each [***] pursuant to this Section 2.2, unless Xxxxx enters into a Follow-On Agreement with a Third Party pursuant to this Section 2.2 and the terms of such agreement do not permit Ionis to grant Biogen rights with respect to the applicable Follow-On Compound. Except as expressly set forth in Section 2.1.2, Section 2.2, or Section 10.4.4, in no event will Ionis have the right to [***].

Right of First Negotiation for Follow-On Compounds. On a Drug Discovery Collaboration Program-by-Drug Discovery Collaboration Program basis, during the period commencing on the date JBI exercises Effective Date and ending upon (i) if the applicable Option is not exercised in accordance with this Agreement and ending upon Agreement, [***], or (ii) if the applicable Option is exercised in accordance with this Agreement, [***] (such period, the “ROFN Period”), Isis hereby grants to JBI Biogen Idec a right of first negotiation to develop and commercialize any Follow-On Compound developed by or on behalf of Isis, which right of first negotiation is granted on the following terms and conditions: (a) At any time prior to the Within [***] following the [***] for the applicable Product], JBI Biogen Idec may provide Isis with a non-binding, good faith written notice expressing JBIBiogen Idec’s desire for Isis to identify a Follow-On Compound (a “Follow-On Interest Notice”). If (i) JBI Biogen Idec does not not, within such [***] period, provide Isis with a Follow-On Interest Notice before the [***] following the [***] for the applicable ProductNotice, or (ii) JBI Biogen Idec does timely provide Isis with a Follow-On Interest Notice but the Parties do not agree on a [***] related to such Follow-On Compound by 5:00 pm (Eastern Time) on the [***] following the [***] for the applicable Productdate of Option exercise, then, Isis may work independently or with any of its Affiliates or any Third Party with respect to the discovery, research, development and manufacture of a Follow-On Compound; provided, however, that during [***]the ROFN Period, Isis will not grant any license (or an option to obtain such a license) under any intellectual property owned, controlled or licensed by Isis to make, use or sell any Follow-On Compound (a “Follow-On Agreement”) unless and until Isis provides a written notice to JBI Biogen Idec (a “Follow-On Negotiation Notice”), which notice identifies [***]. Isis will not initiate negotiations regarding or enter into such a Follow-On Agreement with any Third Party until the earlier to occur of: (A) [***] (each, a “ROFN Termination Event”). (b) Following If Biogen Idec or one of its Affiliates responds within [***] after its receipt of the Follow-On Negotiation Notice indicating that Biogen Idec or one of its Affiliates desires to negotiate with Isis regarding the proposed Follow-On Agreement, Isis and Biogen Idec or one of its Affiliates will negotiate in good faith with each other until the [***] after the date Isis provided Biogen Idec the Follow-On Negotiation Notice (or such other period as mutually agreed by the Parties) (the “Negotiation Period”) regarding a ROFN Termination Eventmutually satisfactory Follow-On Agreement (which may take the form of an amendment to this Agreement). During the Negotiation Period, subject Isis will make at least [***] to JBI’s right under Section 1.6.8 Biogen Idec or its Affiliate setting forth all material business and legal terms on which Isis would be willing to stop sharing informationenter into the proposed Follow-On Agreement with Isis; provided, that neither Party will have any obligation to enter into a Follow-On Agreement. If the Negotiation Period expires before Biogen Idec or its Affiliate and Isis have entered into such a Follow-On Agreement, Isis will have no further obligation to negotiate with JBI Biogen Idec or its Affiliates with respect to such Follow-On Agreement, Agreement and Isis will be free to negotiate and enter an agreement with a Third Party with respect to a Follow-On Agreement [***]; provided, however, that Isis will not enter into any such Follow-On Agreement with any Third Party unless the terms and pricing of such Follow-On Agreement, [***] during the Negotiation Period. If, with respect to any Follow-On Compound that was the subject of the Follow-On Agreement previously discussed by the Parties, after the end of the Negotiation Period and prior to Isis entering into a Follow-On Agreement with a Third Party, [***] regarding the Follow-On Compound, Isis’ obligations and Biogen Idec’s rights under Section 2.1.2(a) and this Section 2.1.2(b) will reset and Isis will provide Biogen Idec with a new Follow-On Negotiation Notice. (c) Any Follow-On Agreement entered into by Isis with a Third Party in accordance with this Section 2.1.2(b) will be a Permitted License to the extent related to the Follow-On Compound. (d) Notwithstanding anything to the contrary in this Agreement, until [***], Isis will provide to Biogen Idec a Follow-On Negotiation Notice for each [***] pursuant to this Section 2.1.2, unless Isis enters into a Follow-On Agreement with a Third Party pursuant to this Section 2.1.2 and the terms of such agreement do not permit Isis to grant Biogen Idec rights with respect to the applicable Follow-On Compound.

Right of First Negotiation for Follow-On Compounds. On a Drug Discovery Collaboration Program-by-Drug Discovery Collaboration Program basis, during the period commencing on the date JBI exercises Effective Date and ending upon (i) if the applicable Option is not exercised in accordance with this Agreement and ending upon Agreement, [***], or (ii) if the applicable Option is exercised in accordance with this Agreement, [***] (such period, the “ROFN Period”), Isis Ionis hereby grants to JBI Biogen a right of first negotiation to develop and commercialize any Follow-On Compound developed by or on behalf of IsisIonis, which right of first negotiation is granted on the following terms and conditions:: 2. (a) At any time prior to the 2.1. Within [***] following the [***] for the applicable Product], JBI Biogen may provide Isis Ionis with a non-binding, good faith written notice expressing JBIBiogen’s desire for Isis Ionis to identify a Follow-On Compound (a “Follow-On Interest Notice”). If (i) JBI Biogen does not not, within such [***] period, provide Isis Ionis with a Follow-On Interest Notice before the [***] following the [***] for the applicable ProductNotice, or (ii) JBI Biogen does timely provide Isis Ionis with a Follow-On Interest Notice but the Parties do not agree on a [***] related to such Follow-On Compound by 5:00 pm (Eastern Time) on the [***] following the [***] for date of the applicable ProductLicense Effective Date with respect to such Collaboration Program, then, Isis Ionis may work independently or with any of its Affiliates or any Third Party with respect to the discovery, research, development and manufacture of a Follow-On Compound; provided, however, that during [***]the ROFN Period, Isis Ionis will not grant any license (or an option to obtain such a license) under any intellectual property owned, controlled or licensed by Isis Ionis to make, use or sell any Follow-On Compound (a “Follow-On Agreement”) unless and until Isis Ionis provides a written notice to JBI Biogen (a “Follow-On Negotiation Notice”), which notice identifies [***]. Isis Ionis will not initiate negotiations regarding or enter into such a Follow-On Agreement with any Third Party until the earlier to occur of: (A) [***] (each, a “ROFN Termination Event”)]. (b) Following a ROFN Termination Event, subject to JBI’s right under Section 1.6.8 to stop sharing information, Isis will have no further obligation to negotiate with JBI or its Affiliates with respect to such Follow-On Agreement, and Isis will be free to negotiate and enter an agreement with a Third Party with respect to a Follow-On Agreement. Any Follow-On Agreement entered into by Isis with a Third Party in accordance with this Section 2.1.2(b) will be a Permitted License to the extent related to the Follow-On Compound.