AKCEA-APO Sample Clauses

AKCEA-APO. (a)-LRx and AKCEA-APOCIII-LRx Pre-Option Responsibilities. Akcea will use Commercially Reasonable Efforts to develop each of AKCEA-APO(a)-LRx and AKCEA-APOCIII-LRx through the completion of a Phase 2 Dose-Ranging Trial in accordance with the Pre-Option Development Plan attached hereto as APPENDIX 2. Subject to Section 2.1.3(a), any material changes to the Pre-Option Development Plan must be mutually agreed to by the CSC.

AKCEA-APO. (a)-LRx and AKCEA-APOCIII-LRx – After Option Exercise. If a Third Party initiates a Proceeding claiming a Patent Right owned by or licensed to such Third Party is infringed by the Development, Manufacture or Commercialization of any Product being Developed or Commercialized by Novartis under a license granted under Section 5.1, then Novartis will have the first right, but not the obligation, to defend against any such Proceeding at its sole cost and expense. If Novartis elects to defend against such Proceeding, then Novartis will have the sole right to direct the defense and to elect whether to settle such claim (but only with the prior written consent of Akcea, not to be unreasonably withheld, conditioned or delayed). Akcea will reasonably assist Novartis in defending such Proceeding and cooperate in any such litigation at Novartis’ request and expense. Novartis will keep Akcea apprised of the progress of such Proceeding. If Novartis elects not to defend against a Proceeding, then Novartis will so notify Akcea in writing within [***] ([***]) calendar days after Novartis first receives written notice of the initiation of such Proceeding, and Akcea will have the right, but not the obligation, to defend against such a Proceeding at its sole cost and expense and thereafter Akcea will have the sole right to direct the defense thereof, including the right to settle such claim (but only with the prior written consent of Novartis, which consent will not be unreasonably withheld, delayed or conditioned). In any event, the Party not defending such Proceeding will reasonably assist the other Party and cooperate in any such litigation at defending Party’s request and expense. Each Party may at its own expense and with its own counsel join any defense initiated or directed by the other Party under this Section 8.5. Each Party will provide the other Party with prompt written notice of the commencement of any such Proceeding under this Section 8.5, and such Party will promptly furnish the other Party with a copy of each communication relating to the alleged infringement that is received by such Party.