definiens: shall mean Patents of ThirdParties that ( i ) have been described in a patent application in any territory worldwide published prior to theEffective Date, ( ii ) [ … * * * … ] and ( iii ) without a license to which the Exploitation of the applicable Productin the relevant country would infringe such issued Third Party Patent . The Intellectual Property Subcomitteeshall discuss and reach consensus regarding whether any Patent is an Existing Blocking Patent Right;provided, that if the Intellectual Property Subcommittee is unable to unanimously agree, such matter shall beresolved by discussion by the Senior Representatives . If the Senior Representatives are unable to reachagreement within a reasonable period of time, then the Senior Representatives shall refer such matter to amutually agreed independent Third Party intellectual property expert with relevant experience in the field ( ) . Following appointment of the IP Expert, each Party shall provide relevant evidencesupporting such Party ’s position regarding whether such Patent is an Existing Blocking Patent Right, and theIP Expert shall thereafter review such evidence and make a determination as to whether such Patent is anExisting Blocking Patent Right, and such determination shall be final and binding on both Parties . In theevent the IP Expert determines that 22***Confidential Treatment Requestedsuch Patent is an Existing Blocking Patent, Regulus shall use commercially reasonable efforts to obtain suchrights to the Existing Blocking Patent Right as described above . The Parties shall equally split the cost ofany IP Expert appointed to determine the existing of an Existing Blocking Patent Right under thisSection 6.4.3(b ) . If the IP Expert determines that such Patent is not an Existing Blocking Patent Right, [COMPANY] shall have the right to enter into an agreement to obtain such rights nonetheless, howeverAstraZeneca shall be solely responsible for all reasonable costs therefor, and shall not have the right todeduct or credit such costs under Section 6.4.3(a ) . Any agreement entered into by Regulus with respect to anExisting Blocking Patent Right shall automatically be deemed an Existing Regulus Agreement for purposesof this Agreement