Defense of Third Party Patent Challenges in the Fulcrum Territory. Subject to the terms of Section 10.4.3 (Cooperation; Procedures), Fulcrum will have the first right, but not the obligation, to control the defense of any Third Party Patent Challenge relating to a Fulcrum Patent Right or Collaboration Patent Right in the Fulcrum Territory and to compromise, litigate, settle, or otherwise dispose of any such challenge, in each case at its own expense using counsel of its own choice; provided that Sanofi will be entitled to attend any material and substantive meetings, hearings, or other proceedings related to such Third Party Patent Challenge (together with its own counsel, at its own expense) and to review and comment on all substantive documents related to such Third Party Patent Challenge. If Fulcrum fails to initiate or continue the defense of such Third Party Patent Challenge of a Collaboration Patent Right solely or jointly owned by Sanofi without a Strategic Business Rationale within [***] after the notice provided under Section 10.4 (Defense of Third Party Patent Challenges), or otherwise abandons or elects not to continue any such defense once initiated without a reasonable reason, then Sanofi will have the second right, but not the obligation, to control the defense of such Third Party Patent Challenge at its own expense using counsel of its own choice.
