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 Akcea’s reasonable determination, fails to use Commercially Reasonable Efforts, on a country-by-country basis, to conduct the Isis activities contemplated in the Strategic Plan, Akcea will notify Isis and, within thirty (30) days thereafter, Isis and Akcea 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. Following such a meeting, if Isis fails to use Commercially Reasonable Efforts to conduct the mutually agreed cure plan, Akcea will have the right to terminate this Agreement by providing written notice to Isis. (b) If Akcea, in Isis’ reasonable determination, fails to use Commercially Reasonable Efforts to to Develop and Commercialize a Product under Section 3.3, Isis will notify Akcea and, within thirty (30) days thereafter, Isis and Akcea will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable cure plan to address any outstanding issues related to Akcea’s use of Commercially Reasonable Efforts in execution of the Transition Plan. Following such a meeting, if Akcea fails to use Commercially Reasonable Efforts as contemplated by the mutually agreeable cure plan, then Isis will have the right, at its sole discretion, to terminate this Agreement in total or on a Product-by-Product basis.

Remedies for Failure to Use Commercially Reasonable Efforts. (a) If IsisAt any time following the Effective Date, if Ionis, in Akcea’s reasonable determination, fails to use Commercially Reasonable Effortsperform its obligations under Section 3.3, on a country-by-country basis, to conduct the Isis activities contemplated in the Strategic Plan, then Akcea will notify Isis Ionis and, within thirty (30) 30 days thereafter, Isis Ionis and Akcea 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 Effortsfailure to perform its obligations under Section 3.3. Following such a meeting, if Isis Ionis fails to use Commercially Reasonable Efforts to conduct the mutually agreed cure plan, then Akcea will have the right to terminate this Agreement by providing written notice to IsisIonis. (b) If At any time following the Effective Date, if Akcea, in IsisIonis’ reasonable determination, fails to use Commercially Reasonable Efforts to to Develop and Commercialize a Product perform its obligations under Section 3.3, Isis then Ionis will notify Akcea and, within thirty (30) 30 days thereafter, Isis Ionis and Akcea will meet and confer to discuss and resolve the matter in good faith, and attempt to devise a mutually agreeable cure plan to address any outstanding issues related to Akcea’s use of Commercially Reasonable Efforts in execution of the Transition Planfailure to perform under Section 3.3. Following such a meeting, if Akcea fails to use Commercially Reasonable Efforts as contemplated by the mutually agreeable cure plan, then Isis Ionis will have the right, at its sole discretion, to terminate this Agreement in total or its entirety; provided, however, that, in the case where Ionis has the right to terminate this Agreement due to Akcea’s failure to perform its obligations under Section 3.3 with respect to inotersen, if, at such time, (i) a First Commercial Sale of IONIS-TTR-LRx has occurred in a Major Market, and (ii) Akcea diligently performs its obligations under a Product transition plan that has been agreed by the Parties pursuant to which Akcea will transition its Commercialization efforts away from Commercialization of inotersen to focus on a Productthe Commercialization of IONIS-byTTR-Product basisLRx, then Ionis may not terminate this Agreement with respect to such failure.