Common use of Remedies for Failure to Use Commercially Reasonable Efforts Clause in Contracts

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Isis, in Biogen Idec’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 prior to Option exercise, Biogen Idec will notify Isis and, within 30 days thereafter, Isis and Biogen Idec will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to Isis’ use of Commercially Reasonable Efforts in Section 1.3. Following such a meeting, if Isis fails to use Commercially Reasonable Efforts as contemplated by Section 1.3, then subject to Section 10.2.6 below, Biogen Idec will have the right, at its sole discretion, to (i) terminate this Agreement or, (ii) prior to Option exercise, Biogen Idec may elect to trigger the alternative remedy provisions of Section 10.3 below in lieu of terminating this Agreement by providing written notice to Isis. This Section 10.2.5(a) sets forth Biogen Idec’s sole and exclusive remedies if Isis fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 prior to Option exercise.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Isis, in Biogen IdecRoche’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 ARTICLE 1 prior to Option exercise, Biogen Idec Roche will notify Isis and, within 30 thirty (30) days thereafter, Isis and Biogen Idec Roche will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to Isis’ use of Commercially Reasonable Efforts in Section 1.3ARTICLE 1. Following such a meeting, if Isis fails to use Commercially Reasonable Efforts as contemplated by Section 1.3ARTICLE 1, then subject to Section 10.2.6 10.2.4 below, Biogen Idec Roche will have the right, at its sole discretion, to (i) terminate this Agreement orAgreement, or (ii) prior to Option exercise, Biogen Idec Roche may elect to trigger the alternative remedy provisions of Section 10.3 below in lieu of terminating this Agreement by providing written notice to Isis. This If Roche elects to trigger the alternative remedy provisions of Section 10.2.5(a) sets forth Biogen Idec10.3 below, then such election is Roche’s sole and exclusive remedies remedy if Isis fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 ARTICLE 1 prior to Option exercise.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Isis, in Biogen Idec’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 1.5.3 prior to Option exerciseexercise with respect to a particular Collaboration Program, Biogen Idec will notify Isis and, within 30 days thereafter, Isis and Biogen Idec will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to Isis’ use of Commercially Reasonable Efforts in Section 1.31.5.3. Following such a meeting, if Isis fails to use Commercially Reasonable Efforts as contemplated by Section 1.31.5.3 with respect to such Collaboration Program, then subject to Section 10.2.6 below, Biogen Idec will have the right, at its sole discretion, to (i) terminate this Agreement as it relates to the applicable Collaboration Program or, (ii) prior to Option exercise, Biogen Idec may elect to trigger the alternative remedy provisions of Section 10.3 below as it relates to the applicable Collaboration Program in lieu of terminating this Agreement for such Collaboration Program by providing written notice to Isis. This Section 10.2.5(a) sets forth Biogen Idec’s sole and exclusive remedies if Isis fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 1.5.3 prior to Option exercise.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If IsisXxxx, in Biogen Idec’s Xxxxx’x reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 ARTICLE 1 prior to Option exercise, Biogen Idec Roche will notify Isis and, within 30 thirty (30) days thereafter, Isis Xxxx and Biogen Idec Roche will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to IsisXxxx’ use of Commercially Reasonable Efforts in Section 1.3ARTICLE 1. Following such a meeting, if Isis Xxxx fails to use Commercially Reasonable Efforts as contemplated by Section 1.3ARTICLE 1, then subject to Section 10.2.6 10.2.4 below, Biogen Idec Roche will have the right, at its sole discretion, to (i) terminate this Agreement orAgreement, or (ii) prior to Option exercise, Biogen Idec Roche may elect to trigger the alternative remedy provisions of Section 10.3 below in lieu of terminating this Agreement by providing written notice to IsisXxxx. This If Roche elects to trigger the alternative remedy provisions of Section 10.2.5(a) sets forth Biogen Idec’s 10.3 below, then such election is Xxxxx’x sole and exclusive remedies remedy if Isis Xxxx fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 ARTICLE 1 prior to Option exercise.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If IsisIonis, in Biogen IdecBiogen’s reasonable determination, fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 ARTICLE 1 prior to Option exercisethe date Biogen is granted a license under Section 4.1.1 with respect to a Collaboration Program, Biogen Idec will notify Isis Ionis and, within 30 [***] days thereafter, Isis Ionis and Biogen Idec will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable plan to address any outstanding issues related to IsisIonis’ use of Commercially Reasonable Efforts in Section 1.3ARTICLE 1. Following such a meeting, if Isis Ionis will have [***] days to cure such outstanding issues related to its use of Commercially Reasonable Efforts. If by the end of the [***]-day period, Ionis fails to use Commercially Reasonable Efforts as contemplated by Section 1.3ARTICLE 1 with respect to the applicable Collaboration Program, then subject to Section 10.2.6 below, Biogen Idec will have the right, at its sole discretion, to (i) terminate this Agreement oras it relates to the applicable Collaboration Program, or (ii) if the breach involves a Collaboration Program prior to Option exercise, Biogen Idec may elect to trigger the alternative remedy provisions of Section 10.3 below as it relates to the applicable Collaboration Program in lieu of terminating this Agreement for such Collaboration Program by providing written notice to Isis. This Section 10.2.5(a) sets forth Biogen Idec’s sole and exclusive remedies if Isis fails to use Commercially Reasonable Efforts in the activities contemplated in Section 1.3 prior to Option exerciseIonis.