Common use of Special Consequences of Certain Terminations Clause in Contracts

Special Consequences of Certain Terminations. If (A) Isis terminates this Agreement under Section 10.2.1(b) (Isis’ Right to Terminate for Material Breach), Section 10.2.2(b) (Isis’ Right to Terminate for Failure to Use Commercially Reasonable Efforts), Section 10.2.5 (Termination for Insolvency) or Section 10.2.3 (Termination for Patent Challenge), then, in addition to the terms set forth in Section 10.3.1 (Consequences of Termination of this Agreement), the following additional terms will also apply: (a) Akcea will and hereby does grant to Isis a sublicensable, worldwide, non-exclusive license or sublicense, as the case may be, under all Akcea Technology Controlled by Akcea as of the date of such reversion that Covers the Discontinued Product solely as necessary to Develop, make, have made, use, sell, offer for sale, have sold, import and otherwise Commercialize the Discontinued Product; (b) Akcea will transfer to Isis for use with respect to the Development and Commercialization of the Discontinued Product, any Know-How, data, results, regulatory information, Regulatory Documentation (including the IND), and files in the possession of Akcea as of the date of such termination or reversion that relate to such Discontinued Product, and any other information or material specified in Section 4.6; (c) Akcea will provide Isis with copies of any internal or external market research reports and other market research documentation, including any meeting minutes and meeting materials from any meetings Akcea had with focus groups and payors regarding the Discontinued Product; (d) Akcea will grant to Isis a non-exclusive, royalty-free, fully paid up license under any trademarks that are specific to a Discontinued Product solely for use with such Discontinued Product; provided, however, that in no event will Akcea have any obligation to license to Isis any trademarks used by Akcea both in connection with the Product and in connection with the sale of any other product or service, including any Akcea- or Akcea-formative marks; (e) Akcea will pay within 30 days of receipt of the final invoice of all outstanding Isis-Incurred Development Costs incurred prior to termination; and (f) Upon Isis’ written request pursuant to a mutually agreed supply agreement, Akcea will sell to Isis any bulk API and finished Drug Product in Akcea’s possession related to the Discontinued Products that are the subject of the termination at the time of such termination, at a price equal to Akcea’s cost at the time such material was produced.

Special Consequences of Certain Terminations. If (A) Isis Ionis terminates this Agreement under Section 10.2.1(b10.3.3(b) (IsisIonis’ Right to Terminate for Material Breach), Section 10.2.2(b10.3.4(b) (IsisIonis’ Right to Terminate for Failure to Use Commercially Reasonable Efforts), Section 10.2.5 (Termination for Insolvency) or Section 10.2.3 10.3.5 (Termination for Patent Challenge), or Section 10.3.7 (Termination for Insolvency), then, in addition to the terms set forth in Section 10.3.1 (Consequences of Termination of this Agreement)10.4.1, the following additional terms will also apply: (a) Akcea will and hereby does grant to Isis Ionis a sublicensable, worldwide, non-exclusive license or sublicense, as the case may be, under all Akcea Technology Controlled by Akcea as of the effective date of such reversion termination that Covers the Discontinued Product Products solely as necessary to Develop, make, have made, use, sell, offer for sale, have sold, import import, and otherwise Commercialize the Discontinued ProductProducts; (b) Akcea will transfer to Isis Ionis for use with respect to the Development and Commercialization of the Discontinued ProductProducts, any Know-How, data, results, regulatory information, Regulatory Documentation (including the INDIND and all regulatory approvals), and files in the possession of and Controlled by Akcea as of the effective date of such termination or reversion that relate to such Discontinued ProductProducts, and any other information or material specified in delivered to Akcea pursuant to Section 4.6; (c) Akcea will provide Isis Ionis with copies of any internal or external market research reports and other market research documentation, including any meeting minutes and meeting materials from any meetings Akcea had with focus groups and payors regarding the Discontinued ProductProducts; (d) Akcea will grant to Isis Ionis a non-exclusive, royalty-free, fully paid up license under any trademarks that are specific to a Discontinued any Product solely for use with such Discontinued Product; provided, however, that in no event will Akcea have any obligation to license to Isis Ionis any trademarks used by Akcea both in connection with the a Product and in connection with the sale of any other Akcea product or service, including any Akcea- or Akcea-formative marks; (e) Akcea will pay within 30 days of receipt of the final invoice of all outstanding Isis-Incurred Development Costs incurred Expenses accrued by Ionis prior to termination; andthe effective date of termination within 45 days of receipt thereof; (f) Upon IsisIonis’ written request pursuant to a mutually agreed supply agreement, Akcea will sell to Isis Ionis any bulk API and finished Drug Product in Akcea’s possession and Control related to the Discontinued Products that are the subject of the termination at the time of such termination, at a price equal to Akcea’s Cost of Goods therefor; (g) Ionis may request Akcea to conduct (or cause to be conducted by Akcea’s CMO) a technology transfer to Ionis (or Ionis’ designated Third Party supplier) of any technology, information, and data reasonably related to Akcea’s or such CMO’s Manufacturing and supply of API or Drug Product for the Products, and if so requested, Akcea will conduct (or cause to be conducted by Akcea’s CMO) such a technology transfer at no cost to Ionis, and Akcea will (or will cause Akcea’s CMO to) continue to (i) provide reasonable support and cooperation with Ionis’ regulatory filings and interactions with Regulatory Authorities related to the Manufacture of API or Drug Product by Akcea or such CMO Akcea’s or such CMO’s API or Drug Product Manufacturing (including any required inspections), and (ii) supply (or cause to be supplied by Akcea’s CMO) API or Drug Product to Ionis, at a price equal to Akcea’s Cost of Goods at the time such material was produced.Manufactured, until such time as Ionis is able to identify and contract with a suitable Third Party API or Drug Product manufacturer, such period not to exceed 36 months; and

Special Consequences of Certain Terminations. If (A) Bayer terminates this Agreement under Section 11.2.1 (Bayer’s Termination for Convenience) or (B) Isis terminates this Agreement under Section 10.2.1(b11.2.2(b) (Isis’ Right to Terminate for Material Breach), ) or Section 10.2.2(b) (Isis’ Right to Terminate for Failure to Use Commercially Reasonable Efforts), Section 10.2.5 11.2.4 (Termination for Insolvency) or Section 10.2.3 (Termination for Patent Challenge), then, in addition to the terms set forth in Section 10.3.1 11.3.1 (Consequences of Termination of this Agreement), the following additional terms will also apply: (ai) Akcea Bayer will and hereby does grant to Isis a sublicensable, worldwide, non-exclusive license or sublicense, as the case may be, under all Akcea Bayer Technology Controlled by Akcea Bayer as of the effective date of such reversion termination that Covers the Discontinued Product solely as necessary to Develop, make, have made, use, sell, offer for sale, have sold, import and otherwise Commercialize the Discontinued Product; (bii) Akcea Bayer will negotiate with Isis in good faith about a sublicensable, worldwide, non-exclusive license or sublicense, as the case may be, under all Bayer Technology Controlled by Bayer as of the effective date of such termination that Covers any [***] used with the Discontinued Product solely as necessary to Develop, make, have made, use, sell, offer for sale, have sold, import and otherwise Commercialize the Discontinued Product. In addition, upon Isis’ written request, Bayer will provide Isis with an introduction to any Third Party from which Bayer was sourcing any such [***] used with the Discontinued Product and will not interfere with Isis’ or such Third Party’s efforts to enter into a license to such a [***] (which will include Bayer releasing such Third Party from any exclusivity Bayer has with such Third Party to the extent necessary for Isis to obtain such a license); (iii) Bayer will assign back to Isis any Patent Rights that relate to the Discontinued Product previously assigned by Isis to Bayer under this Agreement; (iv) Bayer will transfer to Isis for use with respect to the Development and Commercialization of the Discontinued Product, any Know-How, data, results, regulatory information, Regulatory Documentation filings (including the IND), and files in the possession of Akcea Bayer as of the date of such termination or reversion that relate solely to such Discontinued Product, and any other information or material specified in Section 4.65.4; (cv) Akcea Bayer will provide Isis with copies of any internal or external market research reports and other market research documentation, including any meeting minutes and meeting materials from any meetings Akcea had with focus groups and payors regarding the Discontinued documentation if related to Product; (dvi) Akcea Bayer will grant to Isis [***] on a non-exclusive, royalty-free, fully paid up license under any trademarks Trademark that are is specific to a Discontinued Product solely for use with such Discontinued Product; provided, however, that in no event will Akcea Bayer have any obligation to license to Isis any trademarks Trademark used by Akcea both Bayer in connection with the Product and in connection with the sale of or any other product or servicetrademarks of Bayer, including any Akcea- or Akcea-formative marksBayer Marks; (evii) Akcea Isis will pay within 30 days of receipt control and be responsible for all aspects of the final invoice Prosecution and Maintenance of all outstanding IsisJointly-Incurred Development Costs incurred prior Owned Program Patents, and Bayer will provide Isis with (and will instruct its counsel to terminationprovide Isis with) all reasonably required information and records in Bayer’s and its counsel’s possession related to the Prosecution and Maintenance of such Jointly-Owned Program Patents; and (fviii) Upon upon Isis’ written request pursuant to a mutually agreed supply agreement, Akcea Bayer will sell to Isis any bulk API and finished Finished Drug Product in AkceaBayer’s possession related to the Discontinued Products that are the subject of the termination at the time of such termination, at a price equal to Akcea’s cost [***] at the time such material was producedis requested by Isis.