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

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Akcea fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 (as determined in accordance with Section 13.1), Novartis will notify Akcea and, within [***] ([***]) calendar days thereafter, Akcea and Novartis will meet through the CSC or JDCC (as applicable) and attempt to resolve the matter in good faith, and to devise a mutually agreeable plan to address any outstanding issues related to Akcea’s use of Commercially Reasonable Efforts in ARTICLE 1. Following such a meeting, if Akcea fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 and such failure constitutes a material breach of this Agreement, then subject to Section 11.2.4 below, Novartis will have the right, at its sole discretion, to terminate this Agreement in whole or in part on a Product-by-Product basis. (b) If Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6 (as determined in accordance with Section 13.1), Akcea will notify Novartis and, within [***] ([***]) calendar days thereafter, Akcea and Novartis 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 Novartis’ use of Commercially Reasonable Efforts in ARTICLE 1 or ARTICLE 6. Following such a meeting, if Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6, and such failure constitutes a material breach of this Agreement then subject to Section 11.2.4 below, Akcea will have the * ***Confidential Treatment Requested right, at its sole discretion, to terminate this Agreement in part on a Product-by-Product basis.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Akcea Xxxx fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 (as determined in accordance with Section 13.112.1), Novartis AstraZeneca will notify Akcea Isis and, within [***] ([***]) calendar 30 days thereafter, Akcea Xxxx and Novartis will meet through the CSC or JDCC (as applicable) and attempt to resolve the matter in good faith, and to devise a mutually agreeable plan to address any outstanding issues related to Akcea’s use of Commercially Reasonable Efforts in ARTICLE 1. Following such a meeting, if Akcea fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 and such failure constitutes a material breach of this Agreement, then subject to Section 11.2.4 below, Novartis will have the right, at its sole discretion, to terminate this Agreement in whole or in part on a Product-by-Product basis. (b) If Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6 (as determined in accordance with Section 13.1), Akcea will notify Novartis and, within [***] ([***]) calendar days thereafter, Akcea and Novartis AstraZeneca 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 NovartisXxxx’ use of Commercially Reasonable Efforts in ARTICLE 1 or ARTICLE 61. Following such a meeting, if Novartis Xxxx fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 and such failure constitutes a material breach of this Agreement, then subject to Section 10.2.4 below, AstraZeneca will have the right, at its sole discretion, to terminate this Agreement in whole or in part on a Collaboration Target-by-Collaboration Target basis. (b) If AstraZeneca fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or Section 5.1 (as determined in accordance with Section 12.1), Isis will notify AstraZeneca and, within 30 days thereafter, Xxxx and AstraZeneca 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 AstraZeneca’s use of Commercially Reasonable Efforts in ARTICLE 61 or Section 5.1. Following such a meeting, if AstraZeneca fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or Section 5.1, and such failure constitutes a material breach of this Agreement then subject to Section 11.2.4 10.2.4 below, Akcea Xxxx will have the * ***Confidential Treatment Requested right, at its sole discretion, to terminate this Agreement in part on a ProductCollaboration Target-by-Product Collaboration Target basis.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Akcea Ionis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 Section 2.9 (as determined Conduct of Research Activities) in accordance with Section 13.1)material breach of this Agreement, Novartis will may notify Akcea Ionis and, within [***] ([***]) calendar days thereafter, Akcea Ionis and Novartis will meet through the CSC JSC (or JDCC (as applicabledirectly if the JSC has been dissolved) and attempt to resolve the matter in good faith, and to devise a mutually agreeable plan to address any outstanding issues related to AkceaXxxxx’s use of Commercially Reasonable Efforts in ARTICLE 1Section 2.9 (Conduct of Research Activities). Following such a meeting, if Akcea Xxxxx fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 Section 2.9 (Conduct of Research Activities) and such failure constitutes a material breach of this Agreement, then subject to Section 11.2.4 (Disputes Regarding Material Breach) below, Novartis will have the right, at its sole discretion, to terminate this Agreement in whole or in part on a Licensed Product-by-Licensed Product basisbasis or elect the alternative remedy in lieu of terminating this Agreement, in each case pursuant to the terms (including the cure period) of Section 11.2.2 (Termination for Material Breach). (b) If Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6 Section 2.9 (as determined in accordance with Section 13.1Conduct of Research Activities), Akcea will Section 6.1 (Development) or Section 6.3 (Commercialization) in material breach of this Agreement, Ionis may notify Novartis and, within [***] ([***]) calendar days thereafter, Akcea Ionis and Novartis 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 Novartis’ use of Commercially Reasonable Efforts in ARTICLE 1 Section 2.9 (Conduct of Research Activities), Section 6.1 (Development) or ARTICLE 6Section 6.3 (Commercialization). Following such a meeting, if Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 Section 2.9 (Conduct of Research Activities), Section 6.1 (Development) or ARTICLE 6Section 6.3 (Commercialization), and such failure constitutes a material breach of this Agreement then subject to Section 11.2.4 (Disputes Regarding Material Breach) below, Akcea Ionis will have the * ***Confidential Treatment Requested right, at its sole discretion, to terminate this Agreement in part on a Licensed Product-by-Licensed Product basisbasis pursuant to the terms (including the cure period) of Section 11.2.2 (Termination for Material Breach).

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Akcea fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 (as determined in accordance with Section 13.1), Novartis will notify Akcea and, within [***] ([***]) calendar days thereafter, Akcea and Novartis will meet through the CSC or JDCC (as applicable) and attempt to resolve the matter in good faith, and to devise a mutually agreeable plan to address any outstanding issues related to Akcea’s use of Commercially Reasonable Efforts in ARTICLE 1. Following such a meeting, if Akcea fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 and such failure constitutes a material breach of this Agreement, then subject to Section 11.2.4 below, Novartis will have the right, at its sole discretion, to terminate this Agreement in whole or in part on a Product-by-Product basis. (b) If Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6 (as determined in accordance with Section 13.1), Akcea will notify Novartis and, within [***] ([***]) calendar days thereafter, Akcea and Novartis 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 Novartis’ use of Commercially Reasonable Efforts in ARTICLE 1 or ARTICLE 6. Following such a meeting, if Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6, and such failure constitutes a material breach of this Agreement then subject to Section 11.2.4 below, Akcea will have the * ***Confidential Treatment Requested right, at its sole discretion, to terminate this Agreement in part on a Product-by-Product basis.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If Akcea fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 (as determined in accordance with Section 13.1), Novartis will notify Akcea and, within [***] ([***]) calendar days thereafter, Akcea and Novartis will meet through the CSC or JDCC (as applicable) and attempt to resolve the matter in good faith, and to devise a mutually agreeable plan to address any outstanding issues related to AkceaXxxxx’s use of Commercially Reasonable Efforts in ARTICLE 1. Following such a meeting, if Akcea Xxxxx fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 and such failure constitutes a material breach of this Agreement, then subject to Section 11.2.4 below, Novartis will have the right, at its sole discretion, to terminate this Agreement in whole or in part on a Product-by-Product basis. (b) If Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6 (as determined in accordance with Section 13.1), Akcea will notify Novartis and, within [***] ([***]) calendar days thereafter, Akcea and Novartis 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 Novartis’ use of Commercially Reasonable Efforts in ARTICLE 1 or ARTICLE 6. Following such a meeting, if Novartis fails to use Commercially Reasonable Efforts as contemplated in ARTICLE 1 or ARTICLE 6, and such failure constitutes a material breach of this Agreement then subject to Section 11.2.4 below, Akcea will have the * ***Confidential Treatment Requested right, at its sole discretion, to terminate this Agreement in part on a Product-by-Product basis.Section