Common use of Enforcement by AstraZeneca Clause in Contracts

Enforcement by AstraZeneca. If Regulus decides to not bring any action for infringement described in Section 8.5.3(a) within (i) 90 days following the notice of alleged infringement, or (ii) 15 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such action, whichever comes first, then Regulus shall provide written notice thereof to AstraZeneca, and AstraZeneca may defend or bring such action at its own expense, in its own name and entirely under its own direction and control, or settle any such action, proceeding or dispute by license (to the extent such sublicense is permitted under this Agreement). Regulus will reasonably assist AstraZeneca in any action or proceeding being defended or prosecuted if so requested, and will lend its name to such actions or proceedings if reasonably requested by Regulus or required by Applicable Law. AstraZeneca will reimburse Regulus for the documented out-of-pocket costs Regulus reasonably incurs in providing such assistance. In the event Regulus is a required party to the proceeding or action, Regulus will have the right to be represented by its own counsel, and AstraZeneca will reimburse Regulus for the documented external costs Regulus reasonably incurs that are reasonably related to the proceeding or action, including attorneys fees, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceeding in such event. In the event that Regulus is not a necessary party to the proceeding or action, Regulus will have the right to participate and be represented in any such suit by its own counsel at its own expense, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceedings in such event. AstraZeneca may not enter any settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of an Other Joint Patent, or which could be reasonably expected to have a material adverse financial impact on Regulus, without Regulus’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Enforcement by AstraZeneca. If Regulus decides AstraZeneca will have the first right, but not the obligation, to not bring defend any such action for infringement described in Section 8.5.3(a) within (i) 90 days following the notice of alleged infringement, or (ii) 15 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such action, whichever comes first, then Regulus shall provide written notice thereof to AstraZeneca, and AstraZeneca may defend proceeding or bring such an infringement action with respect to suspected infringement of any Regulus Product Specific Patent, Joint Product Specific Patent or AstraZeneca Program Patent at its own expense, in its own name and entirely under its own direction and control, or settle any such action, proceeding or dispute by license (to the extent such sublicense is permitted under this Agreement). Regulus will reasonably assist AstraZeneca in any action or proceeding being defended or prosecuted if so requested, and will lend its name to such actions or proceedings if reasonably requested by Regulus AstraZeneca or required by Applicable Law. AstraZeneca will reimburse Regulus for the documented out-of-pocket costs Regulus reasonably incurs in providing such assistance. In the event Regulus is a required party to the proceeding or action, Regulus will have the right to be represented by its own counsel, and AstraZeneca will reimburse Regulus for the documented external costs Regulus reasonably incurs that are reasonably related to the proceeding or action, including attorneys fees, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceeding in such event. In the event that Regulus is not a necessary party to the proceeding or action, Regulus will have the right to participate and be represented in any such suit by its own counsel at its own expense, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceedings in such event. AstraZeneca may not enter any settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of an Other a Regulus Product Specific Patent, Joint Product Specific Patent or a AstraZeneca Program Patent, or which could be reasonably expected to have a material adverse financial impact on Regulus, without Regulus’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Enforcement by AstraZeneca. If Regulus Xxxxxxx decides to not bring any action for infringement described in Section 8.5.3(a) within (i) 90 days following the notice of alleged infringement, or (ii) 15 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such action, whichever comes first, then Regulus shall provide written notice thereof to AstraZeneca, and AstraZeneca may defend or bring such action at its own expense, in its own name and entirely under its own direction and control, or settle any such action, proceeding or dispute by license (to the extent such sublicense is permitted under this Agreement). Regulus will reasonably assist AstraZeneca in any action or proceeding being defended or prosecuted if so requested, and will lend its name to such actions or proceedings if reasonably requested by Regulus or required by Applicable Law. AstraZeneca will reimburse Regulus for the documented out-of-pocket costs Regulus reasonably incurs in providing such assistance. In the event Regulus is a required party to the proceeding or action, Regulus Xxxxxxx will have the right to be represented by its own counsel, and AstraZeneca will reimburse Regulus for the documented external costs Regulus reasonably incurs that are reasonably related to the proceeding or action, including attorneys fees, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceeding in such event. In the event that Regulus is not a necessary party to the proceeding or action, Regulus Xxxxxxx will have the right to participate and be represented in any such suit by its own counsel at its own expense, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceedings in such event. AstraZeneca may not enter any settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of an Other Joint Patent, or which could be reasonably expected to have a material adverse financial impact on Regulus, without Regulus’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Enforcement by AstraZeneca. If Regulus decides AstraZeneca will have the first right, but not the obligation, to not bring defend any such action for infringement described in Section 8.5.3(a) within (i) 90 days following the notice of alleged infringement, or (ii) 15 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such action, whichever comes first, then Regulus shall provide written notice thereof to AstraZeneca, and AstraZeneca may defend proceeding or bring such an infringement action with respect to suspected infringement of any Regulus Product Specific Patent, Joint Product Specific Patent or AstraZeneca Program Patent at its own expense, in its own name and entirely under its own direction and control, or settle any such action, proceeding or dispute by license (to the extent such sublicense is permitted under this Agreement). Regulus will reasonably assist AstraZeneca in any action or proceeding being defended or prosecuted if so requested, and will lend its name to such actions or proceedings if reasonably requested by Regulus AstraZeneca or required by Applicable Law. AstraZeneca will reimburse Regulus for the documented out-of-pocket costs Regulus reasonably incurs in providing such assistance. In the event Regulus is a required party to the proceeding or action, Regulus Xxxxxxx will have the right to be represented by its own counsel, and AstraZeneca will reimburse Regulus for the documented external costs Regulus reasonably incurs that are reasonably related to the proceeding or action, including attorneys fees, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceeding in such event. In the event that Regulus is not a necessary party to the proceeding or action, Regulus Xxxxxxx will have the right to participate and be represented in any such suit by its own counsel at its own expense, provided that AstraZeneca will retain overall responsibility for the prosecution of such action or proceedings in such event. AstraZeneca may not enter any settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of an Other a Regulus Product Specific Patent, Joint Product Specific Patent or a AstraZeneca Program Patent, or which could be reasonably expected to have a material adverse financial impact on Regulus, without Regulus’ prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.