Common use of Enforcement by Regulus Clause in Contracts

Enforcement by Regulus. Regulus will have the first right, but not the obligation, to defend any such action or proceeding or bring an infringement action with respect to suspected infringement of Other Joint Patents 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 an Other Joint 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 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 will have and discuss the first rightreason for such decision with Regulus, but not the obligationand unless, with respect to defend any such action or proceeding or bring an infringement action with respect to suspected 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 Other 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 Patents 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 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 AstraZeneca, without AstraZeneca’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Enforcement by Regulus. Regulus will have the first right, but not the obligation, to defend any such action or proceeding or bring an infringement action with respect to suspected infringement of Other Joint Patents 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 an Other Joint 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.