Common use of Sublicense Rights; CMO Licenses Clause in Contracts

Sublicense Rights; CMO Licenses. (a) Subject to the terms and conditions of this Agreement, JBI will have the right to grant sublicenses under the license granted under Section 4.1.1 above: (i) under the Isis Core Technology Patents, Isis Product-Specific Patents, Isis Formulation Patents and Isis Know-How, to an Affiliate of JBI or a Third Party; and (ii) under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How, solely to (y) [***] or (z) [***]; provided that each such sublicense will be subject to, and consistent with, the terms and conditions of this Agreement. If, within 90 days of first learning of any breach of such sublicense terms, JBI fails to take any action to enforce the sublicense terms of a sublicense granted pursuant to this Section 4.1.2, which failure would cause an adverse effect on Isis, JBI hereby grants Isis the right to enforce such sublicense terms on JBI’s behalf and will cooperate with Isis (which cooperation will be at JBI’s sole expense and will include, JBI joining any action before a court or administrative body filed by Isis against such Sublicensee if and to the extent necessary for Isis to have legal standing before such court or administrative body) in connection with enforcing such terms. JBI will provide Isis with a true and complete copy of any sublicense granted pursuant to this Section 4.1.2 within [***] days after the execution thereof. (b) In connection with [***], or supply API and Finished Drug Product for Commercialization, Isis will, at JBI’s option, either (1) [***], which Isis agrees it will [***], or, (2) permit JBI to [***]. Each such manufacturing agreement between JBI and [***] will contain provisions permitting Isis to elect to have such agreements assigned to Isis to the extent such agreement relates to the applicable Clinical Supplies or Finished Drug Product in the event of a termination of this Agreement with respect to a particular Drug Discovery Program. JBI will provide Isis with a true and complete copy of any manufacturing agreement entered into with [***] within [***] days after the execution thereof. Notwithstanding the foregoing, if Isis fails to comply with the terms of this Section 4.1.2(b) and does not cure such failure within [***] days after written notice from JBI specifying the details of any such failure, JBI will have the right to grant a sublicense under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How to [***].

Sublicense Rights; CMO Licenses. (a) Subject to the terms and conditions of this Agreement, JBI and on a Collaboration Program-by-Collaboration Program basis, Biogen will have the right to grant sublicenses under the license licenses granted under Section 4.1.1 aboveabove and Section 4.3.1(b) below: (i) under the Isis Ionis Core Technology Patents, Isis Ionis Product-Specific Patents, Isis Formulation Patents and Isis Ionis Know-How, to an Affiliate of JBI Biogen or a Third Party; and (ii) under the Isis Ionis Manufacturing and Analytical Patents and Isis Ionis Manufacturing and Analytical Know-How, solely to (yA) [***] or (zB) [***]; provided that each such sublicense will be subject to, and consistent with, the terms and conditions of this Agreement. If, within 90 [***] days of first learning of any breach of such sublicense terms, JBI Biogen fails to take any action to enforce the sublicense terms of a sublicense granted pursuant to this Section 4.1.2, which failure would cause an adverse effect on IsisIonis, JBI then Biogen hereby grants Isis Ionis the right to enforce such sublicense terms on JBIBiogen’s behalf and will cooperate with Isis Ionis (which cooperation will be at JBIBiogen’s sole expense and will include, JBI Biogen joining any action before a court or administrative body filed by Isis Ionis against such Sublicensee if and to the extent necessary for Isis Ionis to have legal standing before such court or administrative body) in connection with enforcing such terms. JBI Biogen will provide Isis Ionis with a true and complete copy of any sublicense granted pursuant to this Section 4.1.2 within [***] days after the execution thereof. (b) In connection with [***]Biogen’s selecting and engaging one or more CMOs to supply Clinical Supplies under Section 4.3.1(b) or after the License Effective Date with respect to a Collaboration Program, or supply API and Finished Drug Product for Commercialization, Isis Ionis will, at JBIBiogen’s option, either (1i) grant a license from Ionis to [***] under the [***] to the extent necessary for [***], which Isis Ionis agrees it will grant to [***], or, (2ii) permit JBI Biogen to grant a sublicense from Biogen to [***]. Each such manufacturing agreement between JBI Biogen and a CMO will contain [***] will contain provisions permitting Isis to elect to have such agreements assigned to Isis to the extent such agreement relates to the applicable Clinical Supplies or Finished Drug Product in the event of a termination of this Agreement with respect to a particular Drug Discovery Program]. JBI Biogen will provide Isis Ionis with a true and complete copy of any manufacturing agreement entered into with [***] a CMO within [***] days after the execution thereof. Notwithstanding the foregoing, if Isis Ionis fails to comply with the terms of this Section 4.1.2(b) and does not cure such failure within [***] 90 days after written notice from JBI Biogen specifying the details of any such failure, JBI then Biogen will have the right to grant a sublicense under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How to [***].

Sublicense Rights; CMO Licenses. (a) Subject to the terms and conditions of this Agreement, JBI Biogen will have the right to grant sublicenses under the license licenses granted under Section 4.1.1 aboveabove and Section 4.4.1(b) below: (i) under the Isis Ionis Core Technology Patents, Isis Ionis Product-Specific Patents, Isis Formulation Patents (to the extent not assigned under Section 4.2.1) and Isis Ionis Know-How, to an Affiliate of JBI Biogen or a Third Party; and (ii) under the Isis Ionis Manufacturing and Analytical Patents and Isis Ionis Manufacturing and Analytical Know-How, solely to (yx) [***] or (zy) [***]; provided that each such sublicense will be subject to, and consistent with, the terms and conditions of this Agreement. If, within 90 [***] days of first learning of any breach of such sublicense terms, JBI Biogen fails to take any action to enforce the sublicense terms of a sublicense granted pursuant to this Section 4.1.2, which failure would cause an adverse effect on IsisIonis, JBI Biogen hereby grants Isis Ionis the right to enforce such sublicense terms on JBIBiogen’s behalf and will cooperate with Isis Ionis (which cooperation will be at JBIBiogen’s sole expense expense, and will include, JBI include Biogen joining any action before a court or administrative body filed by Isis Ionis against such Sublicensee if and to the extent necessary for Isis Ionis to have legal standing before such court or administrative body) in connection with enforcing such terms. JBI Biogen will provide Isis Ionis with a true and complete copy of any sublicense granted pursuant to this Section 4.1.2 within [***] days after the execution thereof. (b) In connection with [***], Biogen’s selecting and engaging one or more CMOs to supply Clinical Supplies or supply API and Finished Drug Product for Development or Commercialization, Isis Ionis will, at JBIBiogen’s option, either (1) grant a license from Ionis [***] under the [***] to the extent necessary for [***], which Isis Ionis agrees it will grant to [***], or, or (2) permit JBI Biogen to grant a sublicense from Biogen to [***]. Each For the Products, each such manufacturing agreement between JBI Biogen and a CMO will contain [***] will contain provisions permitting Isis to elect to have such agreements assigned to Isis to the extent such agreement relates to the applicable Clinical Supplies or Finished Drug Product in the event of a termination of this Agreement with respect to a particular Drug Discovery Program]. JBI Biogen will provide Isis Ionis with a true and complete copy of any manufacturing agreement entered into with [***] a CMO within [***] days after the execution thereof. Notwithstanding the foregoing, if Isis Ionis fails to comply with the terms of this Section 4.1.2(b) and does not cure such failure within [***] 90 days after written notice from JBI Biogen specifying the details of any such failure, JBI Biogen will have the right to grant a sublicense under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How to [***].

Sublicense Rights; CMO Licenses. (a) Subject to the terms and conditions of this Agreement, JBI and on a Collaboration Program-by-Collaboration Program basis, Biogen will have the right to grant sublicenses under the license licenses granted under Section 4.1.1 aboveabove and Section 4.3.1(b) below: (i) under the Isis Ionis Core Technology Patents, Isis Ionis Product-Specific Patents, Isis Formulation Patents and Isis Ionis Know-How, to an Affiliate of JBI Biogen or a Third Party; and (ii) under the Isis Ionis Manufacturing and Analytical Patents and Isis Ionis Manufacturing and Analytical Know-How, solely to (yA) [***] or (zB) [***]; provided that each such sublicense will be subject to, and consistent with, the terms and conditions of this Agreement. If, within 90 days of by the [***] day after first learning of any breach of such sublicense terms, JBI Biogen fails to take any action to enforce the sublicense terms of a sublicense granted pursuant to this Section 4.1.2, which failure would cause an adverse effect on IsisIonis, JBI then Biogen hereby grants Isis Ionis the right to enforce such sublicense terms on JBIBiogen’s behalf and will cooperate with Isis Ionis (which cooperation will be at JBIBiogen’s sole expense expense, and will include, JBI include Biogen joining any action before a court or administrative body filed by Isis Ionis against such Sublicensee if and to the extent necessary for Isis Ionis to have legal standing before such court or administrative body) in connection with enforcing such terms. JBI Biogen will provide Isis Ionis with a true and complete copy of any sublicense granted to a Third Party pursuant to this Section 4.1.2 within [***] days after the execution thereof. (b) In connection with [***]Biogen’s selecting and engaging one or more CMOs to supply Clinical Supplies, or supply Development Candidate API and Finished Drug Product for Commercialization, Isis Ionis will, at JBIBiogen’s option, either (1a) grant a license from Ionis to [***] under the [***] to the extent necessary for [***], which Isis Ionis agrees it will grant to [***], or, ] or (2b) permit JBI Biogen to grant a sublicense from Biogen to [***]. Each For the Products, each such manufacturing agreement between JBI Biogen and a CMO will contain [***] will contain provisions permitting Isis to elect to have such agreements assigned to Isis to the extent such agreement relates to the applicable Clinical Supplies or Finished Drug Product in the event of a termination of this Agreement with respect to a particular Drug Discovery Program]. JBI Biogen will provide Isis Ionis with a true and complete copy of any manufacturing agreement entered into with [***] a CMO within [***] days after the execution thereof. Notwithstanding the foregoing, if Isis Ionis fails to comply with the terms of this Section 4.1.2(b) and does not cure such failure within [***] days after written notice from JBI Biogen specifying the details of any such failure, JBI then Biogen will have the right to grant a sublicense under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How to [***].

Sublicense Rights; CMO Licenses. (a) Subject to the terms and conditions of this Agreement, JBI Biogen Idec will have the right to grant sublicenses under the license licenses granted under Section 4.1.1 4.1.1(a) and Section 4.1.1(b) above: (i) under the Isis Core Technology Patents, Isis Product-Specific Patents, Isis Formulation Patents and Isis Know-How, to an Affiliate of JBI Biogen Idec or a Third Party; and (ii) under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How, solely to (y) [***] or (z) [***]; provided that each such sublicense will be subject to, and consistent with, the terms and conditions of this Agreement. If, within 90 [***] days of first learning of any breach of such sublicense terms, JBI Biogen Idec fails to take any action to enforce the sublicense terms of a sublicense granted pursuant to this Section 4.1.2, which failure would cause an adverse effect on Isis, JBI Biogen Idec hereby grants Isis the right to enforce such sublicense terms on JBIBiogen Idec’s behalf and will cooperate with Isis (which cooperation will be at JBIBiogen Idec’s sole expense and will include, JBI Biogen Idec joining any action before a court or administrative body filed by Isis against such Sublicensee if and to the extent necessary for Isis to have legal standing before such court or administrative body) in connection with enforcing such terms. JBI Biogen Idec will provide Isis with a true and complete copy of any sublicense granted pursuant to this Section 4.1.2 within [***] days after the execution thereof. (b) In connection with [***]Biogen Idec’s selecting and engaging one or more CMOs to supply Clinical Supplies after a license is granted under Section 4.1.1, or supply API and Finished Drug Product for Commercialization, Isis will, at JBIBiogen Idec’s option, either (1) grant a license from Isis to [***] under the [***] to the extent necessary for [***], which Isis agrees it will grant to [***], or, or (2) permit JBI Biogen Idec to grant a sublicense from Biogen Idec to [***]. Each For Collaboration Products, each such manufacturing agreement between JBI Biogen Idec and a CMO will contain [***] will contain provisions permitting Isis to elect to have such agreements assigned to Isis to the extent such agreement relates to the applicable Clinical Supplies or Finished Drug Product in the event of a termination of this Agreement with respect to a particular Drug Discovery Program]. JBI Biogen Idec will provide Isis with a true and complete copy of any manufacturing agreement entered into with [***] a CMO within [***] days after the execution thereof. Notwithstanding the foregoing, if Isis fails to comply with the terms of this Section 4.1.2(b) and does not cure such failure within [***] 90 days after written notice from JBI Biogen Idec specifying the details of any such failure, JBI Biogen Idec will have the right to grant a sublicense under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How to [***].

Sublicense Rights; CMO Licenses. (a) Subject to the terms and conditions of this Agreement, JBI Biogen Idec will have the right to grant sublicenses under the license granted under Section 4.1.1 above: (i) under the Isis Core Technology Patents, Isis Product-Specific Patents, Isis Formulation Patents and Isis Know-How, to an Affiliate of JBI Biogen Idec or a Third Party; and (ii) under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How, solely to (y) [***] or (z) [***]; provided that each such sublicense will be subject to, and consistent with, the terms and conditions of this Agreement. If, within 90 days of first learning of any breach of such sublicense terms, JBI Biogen Idec fails to take any action to enforce the sublicense terms of a sublicense granted pursuant to this Section 4.1.2, which failure would cause an adverse effect on Isis, JBI Biogen Idec hereby grants Isis the right to enforce such sublicense terms on JBIBiogen Idec’s behalf and will cooperate with Isis (which cooperation will be at JBIBiogen Idec’s sole expense and will include, JBI Biogen Idec joining any action before a court or administrative body filed by Isis against such Sublicensee if and to the extent necessary for Isis to have legal standing before such court or administrative body) in connection with enforcing such terms. JBI Biogen Idec will provide Isis with a true and complete copy of any sublicense granted pursuant to this Section 4.1.2 within [***] 30 days after the execution thereof. (b) In connection with [***]Biogen Idec’s selecting and engaging one or more CMOs to supply Clinical Supplies after Option exercise, or supply API and Finished Drug Product for Commercialization, Isis will, at JBIBiogen Idec’s option, either (1) grant a license from Isis to [***] under the [***] to the extent necessary for [***], which Isis agrees it will grant to [***], or, (2) permit JBI Biogen Idec to grant a sublicense from Biogen Idec to [***]. Each such manufacturing agreement between JBI Biogen Idec and a CMO will contain [***] will contain provisions permitting Isis to elect to have such agreements assigned to Isis to the extent such agreement relates to the applicable Clinical Supplies or Finished Drug Product in the event of a termination of this Agreement with respect to a particular Drug Discovery Program]. JBI Biogen Idec will provide Isis with a true and complete copy of any manufacturing agreement entered into with [***] a CMO within [***] 30 days after the execution thereof. Notwithstanding the foregoing, if Isis fails to comply with the terms of this Section 4.1.2(b) and does not cure such failure within [***] 90 days after written notice from JBI Biogen Idec specifying the details of any such failure, JBI Biogen Idec will have the right to grant a sublicense under the Isis Manufacturing and Analytical Patents and Isis Manufacturing and Analytical Know-How to [***].