OF AN AFFILIATE, PARENT COMPANY OR A THIRD PARTY, TO IDENTIFY,
RESEARCH, OPTIMIZE, OTHERWISE DEVELOP OR COMMERCIALIZE ANY [***] PRIOR TO THE
SELECTION BY GSK OF ALL [***] FINAL COLLABORATION TARGETS, THEN REGULUS SHALL
FIRST OFFER IN WRITING TO GSK THE RIGHT TO SELECT SUCH MIRNA AS ONE OF THE
REMAINING COLLABORATION TARGETS HEREUNDER, INCLUDING AS A REPLACEMENT FOR ANY
REPLACEABLE TARGET, IN EACH CASE SOLELY TO THE EXTENT THAT GSK HAS THE RIGHT TO
DO SO UNDER SECTION 3.2.1 ABOVE (INCLUDING THE [***] LIMITATION SET FORTH
THEREIN), SUCH RIGHT TO EXPIRE [***] DAYS AFTER GSK'S RECEIPT OF SUCH WRITTEN
OFFER.
IF GSK DOES NOT SELECT SUCH MIRNA AS A COLLABORATION TARGET HEREUNDER,
SUCH MIRNA SHALL THEREAFTER BE EXCLUDED FROM THE MIRNA POOL AND DEEMED A BLOCKED
TARGET; PROVIDED, HOWEVER, THAT NO MORE THAN [***] OF THE NUMBER OF MIRNAS IN
THE MIRNA POOL MAY BE DEEMED TO BE A BLOCKED TARGET UNDER THE AGREEMENT.
3.2.4
EXPANSION OF AGREEMENT.
THE PARTIES HEREBY AGREE THAT, ON OR ABOUT
THE DATE THAT IS [***] YEARS AFTER THE EFFECTIVE DATE AS MAY BE MUTUALLY AGREED
BY THE PARTIES, THE PARTIES SHALL MEET TO DISCUSS AND CONSIDER IN GOOD FAITH THE
POSSIBLE EXPANSION OF THE AGREEMENT TO INCLUDE ADDITIONAL TARGETS, ON [***], BUT
WITHOUT ANY OBLIGATION ON EITHER PARTY TO ENTER INTO ANY SUCH EXPANDED
AGREEMENT.
3.3
COMMENCEMENT OF THE PROGRAMS; RESEARCH PROGRAM; RESEARCH PLAN.
3.3.1
COMMENCEMENT OF PROGRAM.
COMMENCING ON THE EFFECTIVE DATE, REGULUS
WILL PROGRESS PROGRAMS DIRECTED AGAINST THE INITIAL COLLABORATION TARGETS IN
ACCORDANCE WITH THE RESEARCH PLAN FOR EACH SUCH PROGRAM.
THE PROGRAMS DIRECTED
AGAINST THE SUBSEQUENT COLLABORATION TARGETS SHALL EACH COMMENCE AS SOON AS
PRACTICABLE AFTER THE SELECTION OF SUCH SUBSEQUENT COLLABORATION TARGETS AND THE
FINAL JSC APPROVAL OF THE RESEARCH PLAN WITH RESPECT TO SUCH PROGRAM.
3.3.2
RESEARCH PROGRAM.
SUBJECT TO THE OVERSIGHT OF THE JSC AND EXCEPT AS
MAY BE MUTUALLY AGREED BY THE PARTIES, REGULUS SHALL BE SOLELY RESPONSIBLE FOR
CONDUCTING ALL DEVELOPMENT ACTIVITIES SET FORTH IN THE RESEARCH PLAN WITH
RESPECT TO COLLABORATION COMPOUNDS UNDER EACH RESEARCH PROGRAM, AND FOR ALL
COSTS AND EXPENSES ASSOCIATED THEREWITH, DURING THE RELEVANT RESEARCH
COLLABORATION TERM.
3.3.3
RESEARCH PLAN.
EACH RESEARCH PROGRAM WILL BE CARRIED OUT BY REGULUS
PURSUANT TO A RESEARCH PLAN, WHICH WILL OUTLINE (SUBJECT TO JSC [***] AND/OR
AMENDMENT AS SET
36
FORTH IN SECTION 2.1.6), FOR EACH COLLABORATION TARGET, AS APPROPRIATE:
DISCOVERY, RESEARCH AND OPTIMIZATION ACTIVITIES IN CONNECTION WITH THE
IDENTIFICATION AND PROGRESSION OF COLLABORATION COMPOUND TO CANDIDATE SELECTION
STAGE; AND ESTIMATED TIMELINES FOR COMPLETION OF THE STUDIES AND ACTIVITIES TO
BE UNDERTAKEN BY REGULUS THEREUNDER.
THE RESEARCH PLAN SHALL BE UPDATED BY
REGULUS AS NEEDED, BUT AT LEAST ONCE ANNUALLY AND SUBMITTED TO THE JSC FOR ITS
REVIEW AND COMMENT AND MAY BE FURTHER AMENDED, AT ANY TIME AND FROM TIME TO
TIME, BY REGULUS, TO REFLECT MATERIAL EVENTS OR CHANGES UNDER THE THEN-CURRENT
RESEARCH PLAN.
IT IS EXPECTED THAT THE LEVEL OF DETAIL REQUIRED FOR ACTIVITIES
WITH RESPECT TO EACH COLLABORATION TARGET WILL