Common use of Akcea’s Activities Prior to Option Exercise on a Product-by-Product Basis Clause in Contracts

Akcea’s Activities Prior to Option Exercise on a Product-by-Product Basis. On a Product-by-Product basis, Akcea shall use Commercially Reasonable Efforts to (i) conduct the Akcea Activities under the Pre-Option Development Plan for such Product in accordance with the timelines specified therein and (ii) complete the other activities Akcea agreed to conduct under this ARTICLE 1, until the earlier of the date (x) Novartis exercises the applicable Option for such Product under this Agreement; provided, however, if Novartis exercises its Option before Akcea completes the Akcea Activities, Akcea will complete such remaining uncompleted Akcea Activities, (y) the Option Period has expired with respect to such Product, or (z) the Parties mutually agree that, for scientific, medical or other reasons, continuing to conduct the Akcea Activities under the Pre-Option Development Plan for such Product is futile. Without limiting the foregoing, Akcea may discontinue an activity under the Pre-Option Development Plan if after having consulted, and having given good faith consideration to the recommendations of the CSC, Akcea in good faith believes that continuing such activity would (A) pose an unacceptable risk or threat of harm in humans, or (B) violate any Applicable Law, ethical principles, or principles of scientific integrity. If there are additional activities Novartis wishes Akcea to conduct under the Pre-Option Development Plan, the Parties will discuss and mutually agree on any such additional activities through the CSC, and Akcea will use Commercially Reasonable Efforts to conduct such agreed activities under the Pre-Option Development Plan (and such plan will be updated accordingly).