Assignment Agreement



 Exhibit 10.26 

 
 



 
  

			
	 July 17, 2009
	  	Via U.S. Mail and Electronic Mail

 Stanford University 
 Office of Technology Licensing 
 1705 El Camino Real 

Palo Alto, CA 94306-1106 
  

	Re:	Notice of Assignment 

 Dear Sir or Madam:

 The purpose of this letter is to notify you that in accordance with Article 15 (Assignment) of the Co-Exclusive License Agreement
dated August 31, 2005 (the “Agreement”), Isis Pharmaceuticals, Inc. assigned the Agreement to Regulus Therapeutics Inc. A copy of the Assignment Agreement between Regulus and Isis dated July 13, 2009 is enclosed for
your records. 
 If you have any questions please do not hesitate to contact me. 
 Sincerely, 
 ISIS PHARMACEUTICALS, INC. 

/s/ Joshua F. Patterson 

Joshua F. Patterson 
 Director, Legal and
Associate General Counsel 
  

	Cc:	Frances R. Putkey, Ph.D. (Regulus Therapeutics Inc.) 


  
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 ASSIGNMENT AGREEMENT 
 This Assignment Agreement (“Assignment”) is entered into and made effective as of July13, 2009 (the “Assignment Effective Date”) by and between
REGULUS THERAPEUTICS INC., a Delaware corporation (“Regulus”) and ISIS PHARMACEUTICALS, INC., a Delaware corporation
(“Isis”). Regulus and Isis each may be referred to herein individually as a “Party” or collectively as the “Parties.” 

All capitalized terms used but not otherwise defined herein will have the meanings set forth in the Stanford Agreement (as defined
below). 
 WHEREAS, in September 2007, Isis and Alnylam Pharmaceuticals, Inc. (“Alnylam”) formed Regulus
as a joint venture focused on the discovery, development, and commercialization of microRNA therapeutics, and as part of that formation Isis and Alnylam transferred to Regulus the part of their respective businesses relating to microRNA
therapeutics, (the “Transfer”); 
 WHEREAS, prior to Regulus’ formation, Isis and Alnylam entered
into that certain Co-Exclusive License Agreement with The Board of Trustees of the Leland Stanford Junior University (“Stanford”) dated August 31, 2005 (the “Stanford Agreement”) for certain
intellectual property relating to the use of mir-122 to reduce the replication of Hepatitis C Virus; 
 WHEREAS, as an Affiliate
of Isis, Regulus has a license under the Stanford Agreement, however, Isis and Regulus now desire to assign the Stanford Agreement from Isis to Regulus as part of the Transfer; 

NOW THEREFORE, be it resolved, that for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties hereby agree as of the Assignment Effective Date as follows: 
 1. Assignment. Isis hereby assigns to
Regulus, and Regulus hereby accepts and assumes from Isis, the Stanford Agreement and all of Isis’ rights and obligations under the Stanford Agreement. 
 2. Liabilities. As between Isis and Regulus, Isis will be and remain solely responsible for any liabilities resulting from Isis’ activities under the Stanford Agreement, and Regulus
will be and remain solely responsible for any liabilities resulting from Regulus’ activities under the Stanford Agreement. 

3. Disclosure of Assignment. Regulus acknowledges that Isis is required to disclose to Stanford any assignment by Isis of
the Stanford Agreement, and agrees that Isis may make such a disclosure to Stanford in accordance with the terms of the Stanford Agreement. 
 IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed by their officers thereunto duly authorized as of the Assignment Effective Date. 

 

									
	Regulus Therapeutics Inc.	 		 	Isis Pharmaceuticals, Inc.
					
	By:	 	/s/ Garry E. Menzel	 		 	By:	 	/s/ B. Lynne Parshall
	Name:	 	Garry E. Menzel	 		 	Name:	 	B. Lynne Parshall
	Title:	 	EVP	 		 	Title:	 	CFO and COO


  
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