Common use of Enforcement by Regulus Clause in Contracts

Enforcement by Regulus. If AstraZeneca decides to not bring any action for infringement described in Section 8.5.2(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 AstraZeneca shall provide written notice thereof to Regulus and discuss the reason for such decision with Regulus, and unless, with respect to an infringement action with respect to an AstraZeneca Program Patent only, during such discussion, AstraZeneca reasonably demonstrates why enforcing such AstraZeneca Program Patent to xxxxx such infringement is likely to have a material adverse affect on the potential sales of or market for a Lead Compound or Product, within or outside the relevant country or territory (which limits shall not apply with respect to a Joint Product Specific Patent or a Regulus Product Specific Patent), Regulus 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). AstraZeneca will reasonably assist Regulus 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. Regulus will reimburse AstraZeneca for the documented out-of-pocket costs AstraZeneca reasonably incurs in providing such assistance. In the event AstraZeneca is a required party to the proceeding or action, AstraZeneca will have the right to be represented by its own counsel, and Regulus will reimburse AstraZeneca for the documented external costs AstraZeneca reasonably incurs that are reasonably related to the proceeding or action, including attorneys fees, provided that Regulus will retain overall responsibility for the prosecution of such action or proceeding in such event. In the event that AstraZeneca is not a necessary party to the proceeding or action, AstraZeneca will have the right to participate and be represented in any such suit by its own counsel at its own expense, provided that Regulus will retain overall responsibility for the prosecution of such action or proceedings in such event. Regulus may not enter any settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of 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 AstraZeneca, without AstraZeneca’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Enforcement by Regulus. If AstraZeneca decides Sanofi elects not to not settle, defend or bring any action for infringement described in Section 8.5.2(a8.4.1(a) within: (i) 90 days and so notifies Regulus, including 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 firstany request by Regulus to do so, then AstraZeneca shall provide written notice thereof to Regulus and discuss the reason for such decision with Regulus, and unless, with respect to an infringement action with respect to an AstraZeneca Program Patent only, during such discussion, AstraZeneca reasonably demonstrates why enforcing such AstraZeneca Program Patent to xxxxx such infringement is likely to have a material adverse affect on the potential sales of or market for a Lead Compound or Product, within or outside the relevant country or territory (which limits shall not apply with respect to a Joint Product Specific Patent or a Regulus Product Specific Patent), Regulus may defend or bring such action at its own expense, in its own name and entirely under its own direction and controlname, provided however that, Regulus agrees not to so settle, defend or settle bring any action for infringement of a Product Specific Patent Right upon Sanofi’s request based on Sanofi’s good faith reasonable determination, the basis for which will be provided to Regulus, that it is not in the best interest of the Parties to so settle, defend or bring such actionaction for infringement. In the case where Regulus proceeds to settle, proceeding defend or dispute by license bring an action for such infringement, the following will apply: (to the extent such sublicense is permitted under this Agreement). AstraZeneca i) Sanofi will reasonably assist Regulus 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. ; (ii) Regulus will reimburse AstraZeneca for the documented out-of-pocket costs AstraZeneca reasonably incurs in providing such assistance. In the event AstraZeneca is a required party to the proceeding or action, AstraZeneca will have the right to be represented by its own counsel, and Regulus will reimburse AstraZeneca Sanofi for the documented external costs AstraZeneca Sanofi reasonably incurs that are reasonably related to the proceeding or actionincurs, including attorneys fees, provided that Regulus will retain overall responsibility for the prosecution of in providing such action or proceeding assistance as specifically requested in such event. In the event that AstraZeneca is not a necessary party to the proceeding or action, AstraZeneca writing by Regulus; (iii) Sanofi will have the right to participate and be represented in any such suit by its own counsel at its own expense, provided that Regulus will retain overall responsibility for the prosecution of such action suit or proceedings in such event. ; and (iv) Regulus may not enter any settlement of any such action or proceeding defended or brought by Regulus with respect to a Product Specific Patent, which restricts the scope, or adversely affects the enforceability, of 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 AstraZeneca, Sanofi without AstraZenecaSanofi’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.