Common use of Future Licenses Clause in Contracts

Future Licenses. ART hereby grants to Sellers, and Sellers hereby --------------- grant to ART the following rights with respect to any future 38 GHz authorizations granted after September 25, 1997 (the "Future Licenses") granted by the FCC to either of the Sellers: (a) Subject to the terms of this Section 1.6, ART hereby grants the Sellers an option (the "Sell Option") to require ART to buy from the Sellers any Future Licenses resulting from the pending applications (the "Pending Applications") listed on Schedule 1.6 (the "Scheduled Future Licenses") hereto. Such Sell Option may be exercised only with respect to any Scheduled Future License by written notice to ART by either Seller after the grant of such Scheduled Future License, whether or not such grant of the Scheduled Future License has become a Final Order and before March 29, 1998. (b) Subject to the terms of this Section 1.6, Sellers hereby grant ART an option (the "Buy Option") to buy from Sellers any Schedule Future License. Such Buy Option may be exercised with respect to any Scheduled Future License by written notice to either Seller by ART at any time after the grant of such Scheduled Future License, whether or not such Scheduled Future License has become a Final Order and before March 29, 1998. (c) In the event of the exercise of the Sell Option or the Buy Option, the purchase and sale of the relevant Scheduled Future License shall be made pursuant to one or more agreements in substantially the form of this Agreement, which the parties agree to execute within thirty (30) days of the exercise of the respective option, provided that under the Sell -------- ---- Option and the Buy Option the term, "Consideration" shall be that number of shares of Common Stock equal to the product of 0.03368 multiplied by the number of Pops covered by such Future Licenses (without regard for the number of Pops listed on Schedule 1.6). Any obligations by either party with respect to the Second Sell Option and the Buy Option (including any obligation with respect to Future Licenses under the Sell Option or Buy Option previously exercised) shall expire at the termination, if any, of this Agreement pursuant to Section 11 hereof. (d) Sellers hereby grant ART the following right of first offer (the "Right of First Offer") with respect to any or all Future Licenses which are not transferred pursuant to Sections 1.6(a) to (c) above (the "Post Option Grants") for six months from the grant by Final Order of each such Future License, respectively. The Sellers shall notify ART in writing (the "Offer Notice") prior to entering into any binding agreement with any person, other than an Affiliate (as hereinafter defined) to Transfer (as hereinafter defined) any Post Option Grant. The Offer Notice shall set forth all Post Option Grants which the Sellers wish to Transfer. ART may offer to purchase any or all of the Post Option Grants by delivery of one or more written offers (each an "Offer") to either Seller (i) within thirty (30) days after delivery of the Offer Notice or (ii) any time within the six month period if no Offer Notice has been given. The Offer shall specify the price and other material terms on which ART proposes to purchase the specified Post Option Grants. After receipt of the Offer, the Sellers may elect to enter into a binding agreement to transfer the Post Option Grants set forth in the Offer either (i) with ART at the price and other terms set forth in the Offer, or (ii) with any other person at a price greater and terms more favorable to Sellers than set forth in the Offer, free and clear of the terms of this Section; provided however, if such binding agreement ---------------- for the Transfer is terminated for any reason, then such Post Option Grants shall be subject once again to the provisions of this Right of First Offer for the remainder of the six month period. In the event the price is payable in property, the value of the property shall be determined by a mutually acceptable investment banking company. (e) For the purposes of this Agreement, "Affiliate" shall mean any person in which a Seller owns more than 50% of the voting securities or other equity interest. For the purposes of this Agreement, a Transfer shall mean (i) the sale, transfer, assignment or other disposition (whether by merger, operation of law or otherwise) of any Future License or (ii) the management or lease of any Future License that gives any person other than an Affiliate more than 50% of the net profit derived from the Future License for a period longer than five (5) years.

Future Licenses. ART hereby grants to SellersIf after the First Restatement Date, and Sellers hereby --------------- grant to ART the following rights with respect to any future 38 GHz authorizations granted after September 25, 1997 a Party (the "Future Licenses"“Controlling Party”) invents or acquires rights or title to an invention claimed by a Patent that (i) would be included in the Isis Current Chemistry Patents, Isis Current Motif and Mechanism Patents, Isis Extended Field Patents or Isis Exclusive Target Patents if such Party is Isis or in the Alnylam Current Chemistry Patents, Alnylam Current Motif and Mechanism Patents, Alnylam Extended Field Patents or Alnylam Exclusive Target Patents if such Party is Alnylam (the “Additional Rights”) and (ii) carry financial or other obligations, then the Controlling Party must promptly notify the non-Controlling Party of such acquisition or invention. If the non-Controlling Party CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. wishes to include such Additional Rights under the licenses granted by pursuant to Article 5 or 6, as applicable, the FCC non-Controlling Party will notify the Controlling Party of its desire to either of the Sellers: (a) Subject do so and will assume all financial and other obligations to the terms of this Section 1.6, ART hereby grants the Sellers an option (the "Sell Option") to require ART to buy from the Sellers any Future Licenses resulting from the pending applications (the "Pending Applications") listed on Schedule 1.6 (the "Scheduled Future Licenses") hereto. Such Sell Option may be exercised only with respect to any Scheduled Future License by written notice to ART by either Seller after the grant of such Scheduled Future License, whether Controlling Party’s licensors or not such grant of the Scheduled Future License has become a Final Order and before March 29, 1998. (b) Subject to the terms of this Section 1.6, Sellers hereby grant ART an option (the "Buy Option") to buy from Sellers any Schedule Future License. Such Buy Option may be exercised with respect to any Scheduled Future License by written notice to either Seller by ART at any time after the grant of such Scheduled Future License, whether or not such Scheduled Future License has become a Final Order and before March 29, 1998. (c) In the event of the exercise of the Sell Option or the Buy Option, the purchase and sale of the relevant Scheduled Future License shall be made pursuant to one or more agreements in substantially the form of this Agreement, which the parties agree to execute within thirty (30) days of the exercise of the respective option, provided that under the Sell -------- ---- Option and the Buy Option the term, "Consideration" shall be that number of shares of Common Stock equal to the product of 0.03368 multiplied by the number of Pops covered by such Future Licenses (without regard for the number of Pops listed on Schedule 1.6). Any obligations by either party with respect to the Second Sell Option and the Buy Option (including any obligation with respect to Future Licenses under the Sell Option or Buy Option previously exercised) shall expire at the terminationcollaborators, if any, of this Agreement pursuant to Section 11 hereof. (d) Sellers hereby grant ART the following right of first offer (the "Right of First Offer") with respect to any or all Future Licenses which are not transferred pursuant to Sections 1.6(a) to (c) above (the "Post Option Grants") for six months arising from the grant by Final Order to the non-Controlling Party of each such Future Licenselicense. Any Additional Rights that do not carry financial or other obligations shall be automatically included under the licenses granted pursuant to Article 5 or 6, respectivelyas applicable. The Sellers shall notify ART in writing (the "Offer Notice") prior If a Party pays any upfront payments or similar acquisition costs to entering into any binding agreement with any person, other than an Affiliate (as hereinafter defined) to Transfer (as hereinafter defined) any Post Option Grant. The Offer Notice shall set forth all Post Option Grants which the Sellers wish to Transfer. ART may offer to purchase any or all of the Post Option Grants by delivery of one or more written offers (each an "Offer") to either Seller (i) within thirty (30) days after delivery of the Offer Notice or (ii) any time within the six month period if no Offer Notice has been given. The Offer shall specify the price and other material terms on which ART proposes to purchase the specified Post Option Grants. After receipt of the Offeraccess Additional Rights, the Sellers may elect Parties will negotiate in good faith regarding sharing such acquisition costs and payments. When acquiring or creating such Additional Rights, each Party will endeavor in good faith to enter into a binding agreement secure the right to transfer the Post Option Grants set forth in the Offer either (i) with ART at the price and other terms set forth in the Offer, or (ii) with any other person at a price greater and terms more favorable to Sellers than set forth in the Offer, free and clear of the terms of this Section; provided however, if sublicense such binding agreement ---------------- for the Transfer is terminated for any reason, then such Post Option Grants shall be subject once again Additional Rights to the provisions of this Right of First Offer for the remainder of the six month period. In the event the price is payable in property, the value of the property shall be determined by a mutually acceptable investment banking companyother Party. (e) For the purposes of this Agreement, "Affiliate" shall mean any person in which a Seller owns more than 50% of the voting securities or other equity interest. For the purposes of this Agreement, a Transfer shall mean (i) the sale, transfer, assignment or other disposition (whether by merger, operation of law or otherwise) of any Future License or (ii) the management or lease of any Future License that gives any person other than an Affiliate more than 50% of the net profit derived from the Future License for a period longer than five (5) years.