Common use of Discontinued Development Clause in Contracts

Discontinued Development. In the event of a Discontinuance or if OncoGenex materially breaches its diligence obligations under Section 4.4 which material breach is not cured by OncoGenex within ninety (90) days after receipt of written notice from Isis describing such material breach in reasonably specific detail, then in any such case, as Isis’ sole and exclusive remedy therefor, Isis will have the right to terminate the [***] under [***] upon thirty (30) days prior written notice to OncoGenex and in such case OncoGenex will grant to Isis a worldwide license or sublicense, as the case may be, to the OncoGenex Product-Specific Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology Patents assigned to OncoGenex under Section 4.2.1 (in the case of OncoGenex Patents and OncoGenex Technology that are the subject of one or more Third Party agreements, such license or sublicense shall be subject to all restrictions and obligations (including financial obligations) under such Third Party agreements) existing as of such date solely to develop, make, have made, use, sell, offer for sale, have sold and import Nonexclusive Clusterin ASOs (and any products containing such Nonexclusive Clusterin ASOs). For purposes of this Section 12.2.2, “Nonexclusive Clusterin ASOs” means ASOs that act predominantly by [***] Clusterin [***] or that are [***] to Clusterin [***] provided, however that Nonexclusive Clusterin ASOs will not include any ASO that (a) acts to modulate [***] Clusterin and (b) either (i) has the same [***] as OGX-011 or (ii) at the time of such Discontinuance or breach OncoGenex, its Affiliates or sublicensees had [***] (each, an “Exclusive ASO”). Within ninety (90) days following the effectiveness of any termination by Isis, pursuant to this Section 12.2.2, of the [***] OncoGenex shall provide Isis with a list describing the [***].

Discontinued Development. (a) If OncoGenex materially breaches its diligence obligations under Section 4.4, then Isis shall have the right to give OncoGenex written notice of such breach describing such material breach in reasonably specific detail, and Isis must provide at the same time a copy of such notice to OncoGenex’s sub-licensee. OncoGenex, or its sub-licensee, shall have the right to cure such breach within ninety (90) days after receipt of written notice from Isis (or longer if such breach is not reasonably curable with such 90 days), and Isis agrees to accept any performance by such sub-licensee in seeking to cure the breach. In the event of a Discontinuance or if OncoGenex materially breaches its diligence obligations under Section 4.4 which and such material breach is not cured by OncoGenex and/or its sub-licensee within ninety (90) days after receipt of written notice from Isis describing such material breach in reasonably specific detail(as provided above), then in any such case, as Isis’ sole and exclusive remedy therefor, Isis will have the right to terminate the [***] ]under [***] upon thirty (30) days prior written notice to OncoGenex; provided that, if such breach is not reasonably curable within such 90 days, then as long as OncoGenex and in and/or its sub-licensee continues to take substantial steps toward curing such case material breach until such breach is cured, Isis may not exercise its termination rights under this Section 12.2.2. (b) Upon any such termination under subclause (a) above, OncoGenex will grant to [***] Isis a worldwide license or sublicense[***], as the case may be, to the OncoGenex Product-Specific Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology Patents assigned to OncoGenex under Section 4.2.1 (in the case of OncoGenex Patents and OncoGenex Technology that are the subject of one or more Third Party agreements, such license or sublicense shall be subject to all restrictions and obligations (including financial obligations) under such Third Party agreements) existing as of such date solely to develop, make, have made, use, sell, offer for sale, have sold and import Nonexclusive Clusterin ASOs (and any products containing such Nonexclusive Clusterin ASOs). For purposes of this Section 12.2.2, “Nonexclusive Clusterin ASOs” means ASOs that act predominantly by [***] Clusterin [***] or that are [***] to Clusterin [***] ], provided, however that the term “Nonexclusive Clusterin ASOs will not include ASOs” expressly excludes: (a) OGX-011 and any other ASO that has the [***]; and (b) any other ASO that (ai) acts to modulate [***] Clusterin and (b) either (i) has the same [***] as OGX-011 or (ii) for which, at the time of such Discontinuance or breach uncured material breach, OncoGenex, its Affiliates or sublicensees had have [***] (each, an “Exclusive ASO”)]. Within ninety (90) days following the effectiveness of any termination by Isis, pursuant to this Section 12.2.2, of the [***] ], OncoGenex shall provide Isis with a list describing the [***]. (c) OncoGenex covenants and agrees that any [***] granted by OncoGenex under the OncoGenex Product-Specific Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology Patents assigned to OncoGenex under Section 4.2.1 will be expressly subject to the [***] that OncoGenex [***] Isis under subclause (b) above (if applicable) under such Patents under this Section 12.2.2, and such [***] by OncoGenex will automatically be limited by such [***] to Isis, [***] as above.” 2.10 Addition of Section 12.2.3. A new Section 12.2.3 is hereby added to the Restated Agreement as follows:

Discontinued Development. (a) If OncoGenex materially breaches its diligence obligations under Section 4.4, then Isis shall have the right to give OncoGenex written notice of such breach describing such material breach in reasonably specific detail, and Isis must provide at the same time a copy of such notice to OncoGenex’s sub-licensee. OncoGenex, or its sub-licensee, shall have the right to cure such breach within ninety (90) days after receipt of written notice from Isis (or longer if such breach is not reasonably curable with such 90 days), and Isis agrees to accept any performance by such sub-licensee in seeking to cure the breach. In the event of a Discontinuance or if OncoGenex materially breaches its diligence obligations under Section 4.4 which and such material breach is not cured by OncoGenex and/or its sub-licensee within ninety (90) days after receipt of written notice from Isis describing such material breach in reasonably specific detail(as provided above), then in any such case, as Isis’ sole and exclusive remedy therefor, Isis will have the right to terminate the [***] under [***] upon thirty (30) days prior written notice to OncoGenex; provided that, if such breach is not reasonably curable within such 90 days, then as long as OncoGenex and in and/or its sub-licensee continues to take substantial steps toward curing such case material breach until such breach is cured, Isis may not exercise its termination rights under this Section 12.2.2. (b) Upon any such termination under subclause (a) above, OncoGenex will grant to [***] Isis a worldwide license or sublicense[***], as the case may be, to the OncoGenex Product-Specific Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology Patents assigned to OncoGenex under Section 4.2.1 (in the case of OncoGenex Patents and OncoGenex Technology that are the subject of one or more Third Party agreements, such license or sublicense shall be subject to all restrictions and obligations (including financial obligations) under such Third Party agreements) existing as of such date solely to develop, make, have made, use, sell, offer for sale, have sold and import Nonexclusive Clusterin ASOs (and any products containing such Nonexclusive Clusterin ASOs). For purposes of this Section 12.2.2, “Nonexclusive Clusterin ASOs” means ASOs that act predominantly by [***] Clusterin [***] or that are [***] to Clusterin [***] ], provided, however that the term “Nonexclusive Clusterin ASOs will not include ASOs” expressly excludes: (a) OGX-011 and any other ASO that has the [***]; and (b) any other ASO that (ai) acts to modulate [***] Clusterin and (b) either (i) has the same [***] as OGX-011 or (ii) for which, at the time of such Discontinuance or breach uncured material breach, OncoGenex, its Affiliates or sublicensees had have [***] (each, an “Exclusive ASO”)]. Within ninety (90) days following the effectiveness of any termination by Isis, pursuant to this Section 12.2.2, of the [***] ], OncoGenex shall provide Isis with a list describing the [***]. (c) OncoGenex covenants and agrees that any [***] granted by OncoGenex under the OncoGenex Product-Specific Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology Patents assigned to OncoGenex under Section 4.2.1 will be expressly subject to the [***] that OncoGenex [***] Isis under subclause (b) above (if applicable) under such Patents under this Section 12.2.2, and such [***] by OncoGenex will automatically be limited by such [***] to Isis, [***] as above.” 2.10 Addition of Section 12.2.3. A new Section 12.2.3 is hereby added to the Restated Agreement as follows:

Discontinued Development. In the event of a Discontinuance or if OncoGenex materially breaches its diligence obligations under Section 4.4 which material breach is not cured by OncoGenex within ninety (90) days after receipt of written notice from Isis describing such material breach in reasonably specific detail, then in any such case, as Isis’ ' sole and exclusive remedy therefor, Isis will have the right to terminate the [***] under [***] upon thirty (30) days prior written notice to OncoGenex and in such case OncoGenex will grant to Isis a worldwide license or sublicense, as the case may be, to the OncoGenex Product-Specific Technology, OncoGenex Patents, OncoGenex Technology and any Product-Specific Technology Patents assigned to OncoGenex under Section 4.2.1 (in the case of OncoGenex Patents and OncoGenex Technology that are the subject of one or more Third Party agreements, such license or sublicense shall be subject to all restrictions and obligations (including financial obligations) under such Third Party agreements) existing as of such date solely to develop, make, have made, use, sell, offer for sale, have sold and import Nonexclusive Clusterin ASOs (and any products containing such Nonexclusive Clusterin ASOs). For purposes of this Section 12.2.2, “"Nonexclusive Clusterin ASOs” " means ASOs that act predominantly by [***] Clusterin [***] or that are [***] to Clusterin [***] provided, however that Nonexclusive Clusterin ASOs will not include any ASO that (a) acts to modulate [***] Clusterin and (b) either (i) has the same [***] as OGX-011 or (ii) at the time of such Discontinuance or breach OncoGenex, its Affiliates or sublicensees had [***] (each, an “"Exclusive ASO”"). Within ninety (90) days following the effectiveness of any termination by Isis, pursuant to this Section 12.2.2, of the [***] OncoGenex shall provide Isis with a list describing the [***].