Common use of Termination Due to Failure to Obtain HSR Clearance Clause in Contracts

Termination Due to Failure to Obtain HSR Clearance. (a) If the Parties make an HSR Filing under Section 3.1.4 of this Agreement and the HSR Clearance Date has not occurred on or prior to 90 days after the effective date of the latest HSR Filing made by the Parties, this Agreement will terminate (i) at the election of either Party immediately upon notice to the other Party, if the FTC or the DOJ has instituted (or threatened to institute) any action, suit or proceeding including seeking, threatening to seek or obtaining a preliminary injunction under the HSR Act against Biogen Idec and Isis to enjoin or otherwise prohibit the transactions contemplated by this Agreement, or (ii) at the election of either Party, immediately upon notice to the other Party, if the Parties have not resolved any and all objections of the FTC and DOJ as contemplated by Section 3.1.4(b). Notwithstanding the foregoing, this Section 10.2.3 will not apply if an HSR Filing is not required to fully perform this Agreement. (b) If this Agreement is terminated in accordance with Section 10.2.3(a), then, until [***] as follows: (i) If Isis [***]; and (ii) If Isis, its Affiliates or the licensee [***]. Nothing in this Section 10.2.3(b) obligates Isis to (y) [***] or (z) [***].

Termination Due to Failure to Obtain HSR Clearance. (a) If the Parties make an HSR Filing with respect to a Collaboration Program under Section 3.1.4 of this Agreement and the HSR Clearance Date has not occurred on or prior to 90 days after the effective date of the latest HSR Filing made by the Parties, this Agreement will terminate solely with respect to such Collaboration Program (i) at the election of either Party immediately upon notice to the other Party, if the FTC or the DOJ has instituted (or threatened to institute) any action, suit or proceeding including seeking, threatening to seek or obtaining a preliminary injunction under the HSR Act against Biogen Idec and Isis Ionis to enjoin or otherwise prohibit the transactions contemplated by this AgreementAgreement related to such Collaboration Program, or (ii) at the election of either Party, immediately upon notice to the other Party, if the Parties have not resolved any and all objections of the FTC and DOJ as contemplated by Section 3.1.4(b). Notwithstanding the foregoing, this Section 10.2.3 will not apply if an HSR Filing is not required to fully perform this AgreementAgreement with respect to a Collaboration Program. (b) If this Agreement is terminated with respect to a Collaboration Program in accordance with Section 10.2.3(a), then, until [***] as follows: (i) If Isis Ionis [***]; and (ii) If IsisIonis, its Affiliates or the licensee [***]. Nothing in this Section 10.2.3(b) obligates Isis Ionis to (yA) [***] or (zB) [***].

Termination Due to Failure to Obtain HSR Clearance. (a) If the Parties make an HSR Filing with respect to a proposed Program under Section 3.1.4 1.7, Section 3.1.3 or Section 3.2.5 of this Agreement and the HSR Clearance Date has not occurred on or prior to 90 days after the effective date of the latest HSR Filing made by the Parties, this Agreement will terminate solely with respect to the applicable proposed Program (i) at the election of either Party immediately upon notice to the other Party, if the FTC or the DOJ has instituted (or threatened to institute) any action, suit or proceeding including seeking, threatening to seek or obtaining a preliminary injunction under the HSR Act against Biogen Idec and Isis Ionis to enjoin or otherwise prohibit the transactions contemplated by this AgreementAgreement related to such proposed Program, or (ii) at the election of either Party, immediately upon notice to the other Party, if the Parties have not resolved any and all objections of the FTC and DOJ as contemplated by Section 3.1.4(b). Notwithstanding the foregoing, this Section 10.2.3 will not apply if an HSR Filing is not required to fully perform this AgreementAgreement with respect to a proposed Program, as applicable. (b) If this Agreement is terminated in accordance with Section 10.2.3(a), then, until [***] as follows: (i) If Isis Ionis [***]; and and (ii) If IsisIonis, its Affiliates or the licensee [***]. Nothing in this Section 10.2.3(b) obligates Isis to (y) [***] or (z) [***].

Termination Due to Failure to Obtain HSR Clearance. (a) If the Parties make an HSR Filing with respect to a proposed Biogen Idec Alternate Modality Program or Collaboration Program under Section 3.1.4 1.7, Section 3.1.3 or Section 3.2.5 of this Agreement and the HSR Clearance Date has not occurred on or prior to 90 days after the effective date of the latest HSR Filing made by the Parties, this Agreement will terminate solely with respect to the applicable proposed Biogen Idec Alternate Modality Program or Collaboration Program (i) at the election of either Party immediately upon notice to the other Party, if the FTC or the DOJ has instituted (or threatened to institute) any action, suit or proceeding including seeking, threatening to seek or obtaining a preliminary injunction under the HSR Act against Biogen Idec and Isis to enjoin or otherwise prohibit the transactions contemplated by this AgreementAgreement related to such proposed Biogen Idec Alternate Modality Program or Collaboration Program, or (ii) at the election of either Party, immediately upon notice to the other Party, if the Parties have not resolved any and all objections of the FTC and DOJ as contemplated by Section 3.1.4(b). Notwithstanding the foregoing, this Section 10.2.3 will not apply if an HSR Filing is not required to fully perform this AgreementAgreement with respect to a proposed Biogen Idec Alternate Modality Program or Collaboration Program, as applicable. (b) If this Agreement is terminated with respect to a Collaboration Program in accordance with Section 10.2.3(a), then, until [***] as follows: (i) If Isis [***]; and (ii) If Isis, its Affiliates or the licensee [***]. Nothing in this Section 10.2.3(b) obligates Isis to (y) [***] or (z) [***].

Termination Due to Failure to Obtain HSR Clearance. (a) If the Parties make an HSR Filing with respect to a Collaboration Program under Section 3.1.4 of this Agreement and the HSR Clearance Date has not occurred on or prior to 90 days after the effective date of the latest HSR Filing made by the Parties, this Agreement will terminate solely with respect to such Collaboration Program (i) at the election of either Party immediately upon notice to the other Party, if the FTC or the DOJ has instituted (or threatened to institute) any action, suit or proceeding including seeking, threatening to seek or obtaining a preliminary injunction under the HSR Act against Biogen Idec and Isis to enjoin or otherwise prohibit the transactions contemplated by this AgreementAgreement related to such Collaboration Program, or (ii) at the election of either Party, immediately upon notice to the other Party, if the Parties have not resolved any and all objections of the FTC and DOJ as contemplated by Section 3.1.4(b). Notwithstanding the foregoing, this Section 10.2.3 will not apply if an HSR Filing is not required to fully perform this AgreementAgreement with respect to a Collaboration Program. (b) If this Agreement is terminated with respect to a Collaboration Program in accordance with Section 10.2.3(a), then, until [***] as follows: (i) If Isis [***]; and (ii) If Isis, its Affiliates or the licensee [***]. Nothing in this Section 10.2.3(b) obligates Isis to (y) [***] or (z) [***].

Termination Due to Failure to Obtain HSR Clearance. (a) If the Parties make an HSR Filing with respect to a Collaboration Program under Section 3.1.4 3.3 of this Agreement and the HSR Clearance Date has not occurred on or prior to 90 [***] days after the effective date of the latest HSR Filing made by the Parties, this Agreement will terminate solely with respect to the applicable Collaboration Program (i) at the election of either Party immediately upon notice to the other Party, if the FTC or the DOJ has instituted (or threatened to institute) any action, suit or proceeding including seeking, threatening to seek or obtaining a preliminary injunction under the HSR Act against Biogen Idec and Isis Ionis to enjoin or otherwise prohibit the transactions contemplated by this AgreementAgreement related to such Collaboration Program, or (ii) at the election of either Party, immediately upon notice to the other Party, if the Parties have not resolved any and all objections of the FTC and DOJ as contemplated by Section 3.1.4(b)3.3.2. Notwithstanding the foregoing, this Section 10.2.3 will not apply if an HSR Filing is not required to fully perform this AgreementAgreement with respect to a proposed Collaboration Program. (b) If Biogen has paid the up-front fee under Section 6.1 and this Agreement is terminated with respect to a Collaboration Program in accordance with Section 10.2.3(a), then, until [***] as follows: (i) If Isis Ionis [***]; and (ii) If Isis(a) Ionis, (b) its Affiliates or (c) the licensee [***]. Nothing in this Section 10.2.3(b) obligates Isis Ionis to (y) [***] or (z) [***]. For clarity, Ionis’ rights to (1) [***] or (2) [***] are subject to the provisions of ARTICLE 2 of this Agreement.

Termination Due to Failure to Obtain HSR Clearance. (a) If the Parties make an HSR Filing with respect to a proposed Biogen Alternate Modality Program or Collaboration Program under Section 3.1.4 1.7, Section 3.1.3 or Section 3.2.5 of this Agreement and the HSR Clearance Date has not occurred on or prior to 90 days after the effective date of the latest HSR Filing made by the Parties, this Agreement will terminate solely with respect to the applicable proposed Biogen Alternate Modality Program or Collaboration Program (i) at the election of either Party immediately upon notice to the other Party, if the FTC or the DOJ has instituted (or threatened to institute) any action, suit or proceeding including seeking, threatening to seek or obtaining a preliminary injunction under the HSR Act against Biogen Idec and Isis Ionis to enjoin or otherwise prohibit the transactions contemplated by this AgreementAgreement related to such proposed Biogen Alternate Modality Program or Collaboration Program, or (ii) at the election of either Party, immediately upon notice to the other Party, if the Parties have not resolved any and all objections of the FTC and DOJ as contemplated by Section 3.1.4(b). Notwithstanding the foregoing, this Section 10.2.3 will not apply if an HSR Filing is not required to fully perform this AgreementAgreement with respect to a proposed Biogen Alternate Modality Program or Collaboration Program, as applicable. (b) If this Agreement is terminated with respect to a Collaboration Program in accordance with Section 10.2.3(a), then, until [***] as follows: (i) If Isis Ionis [***]; and (ii) If IsisIonis, its Affiliates or the licensee [***]. Nothing in this Section 10.2.3(b) obligates Isis Ionis to (y) [***] or (z) [***].