Metagenomi Opt-Out Sample Clauses

Metagenomi Opt-Out. On a Co-Co Program-by-Co-Co Program basis, Metagenomi will have the right to opt-out of its rights and obligations under this Agreement to the extent related to the Exploitation of the Co-Co Products under such Co-Co Program and the applicable Co-Development and Co-Commercialization Agreement for a Co-Co Program (each such right, an “Opt-Out Right”). Metagenomi may exercise the Opt-Out Right for a Co-Co Program by providing written notice to Ionis of such election no later than [***] after [***] (the “Opt-Out Period”). If Metagenomi exercises the Opt-Out Right for a Co-Co Program during the applicable Opt-Out Period pursuant to this Section 5.4 (Metagenomi Opt-Out), then from and after the date that is the later of (a) [***] following the date on which [***] or (b) [***] (the “Opt-Out Date”), (i) the applicable Co-Development and Co-Commercialization Agreement will terminate and Ionis will have sole control over, and sole decision-making authority with respect to, at its cost and expense, the Development, Commercialization, and other Exploitation of the Licensed Products under such Drug Discovery Program, (ii) the Licensed Products under such Drug Discovery Program will be deemed to be “Ionis Products” and such Drug Discovery Program will be deemed to be an “Ionis Program”, in each case, from and after the Opt-Out Date, (iii) Ionis will thereafter pay any Ionis Product Development Milestone Payments, Ionis Product Regulatory Milestone Payments, Ionis Product Sales Milestone Payments, and Ionis Royalties, in each case, that accrue as a result of the Exploitation of the applicable Ionis Products from and after the Opt-Out Date (provided that Ionis will not be required to pay the first Ionis Product Development Milestone Payment, Ionis Product Regulatory Milestone Payment, or Ionis Product Sales Milestone Payment, as applicable, to accrue as a result of the Exploitation of the applicable Ionis Products after the Opt-Out Date), (iv) Ionis will not be responsible for any Ionis Product Development Milestone Payments, Ionis Product Regulatory Milestone Payments, or Ionis Product Sales Milestone Payments that accrued prior to the Opt-Out Date, and (v) Metagenomi will continue to bear its share of the costs of any Clinical Trials for the applicable Ionis Products that are ongoing as of the Opt-Out Date through the completion of such Clinical Trials.
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