(i) directly pay Alnylama
royalty of [...***...]% of Net Sales of such Royalty-Bearing Products during the
relevant Royalty Term (as defined below) and (ii) directly pay Ionis a royalty
of [...***...]% of Net Sales of such Royalty-Bearing Products during the relevant
Royalty Term (as defined below). For clarity, the Licensors agree that the
royalty payable by Sanofi to each Licensor with respect to Mir-21 Products that
are Royalty-Bearing Products (whether pursuant to the sublicense under the
Licensed IP granted by Regulus to Sanofi pursuant to the Amended Sanofi-Regulus
License or the license under the Licensed IP granted by the Licensors to Sanofi
pursuant to any New License Agreement or Temporary License, as applicable),
shall be calculated based on Net Sales as such term is defined in Appendix 1 to
the Sanofi-Regulus License (and not based on Net Sales as such term is defined
in the Alnylam-Ionis License). Sanofi agrees that the royalty described in this
Section 0 is payable to each Licensor, regardless of whether a particular Mir-21
Product that is a Royalty-Bearing Product is covered by such Licensor's Licensed
IP. The Licensors hereby agree that, notwithstanding any provision of the
Alnylam-Ionis License to the contrary, and except for the royalty set forth
above in this Section 0, neither Regulus nor Sanofi shall have any royalty,
sublicense income or other payment obligations to the Licensors with respect to
the Development, Manufacture or Commercialization of Mir-21 Compounds and Mir-21
Products, including, without limitation, with respect to any payment paid or
payable by Sanofi to Regulus pursuant to the Amended Sanofi-Regulus License.
Sanofi agrees to be bound by Section 8 of the Alnylam-Ionis License, mutatis
mutandis, with respect to its royalty payment obligations under this Section 0.
The Licensors will not be required to share any such royalties with Regulus.
Royalties under this Section 0 will be payable with respect to a Mir-21 Product
that is a Royalty-Bearing Product on a Royalty-Bearing
Product-by-Royalty-Bearing Product and country-by- country basis from the First
Commercial Sale (as defined in the Amended Sanofi-Regulus License) of a Mir-21
Product that is a Royalty-Bearing Product in a country until the date that is
the latest of (a) the time during which the applicable Regulatory Authority in
such country is not permitted to grant Regulatory Approval for a generic
equivalent of such Royalty-Bearing Product, and (b) the expiration of the last
to expire Valid Claim (as defined in the Alnylam-Ionis License) within the
Regulus Patents (as defined below) that Cover (as defined in the Alnylam-Ionis
License) (i) the Manufacture (as defined in the Alnylam-Ionis License) of such
Royalty-Bearing Product in such country or (ii) the use, sale or other
Commercialization (as defined in the Alnylam-Ionis License) of such
Royalty-Bearing Product in such country (such period, the "Royalty Term"). For
purposes of this Section 0, "Regulus Patents" shall mean, collectively: (A) the
Patent Rights (as defined in the Alnylam-Ionis License) included in, as
applicable, (1) the Licensed IP sublicensed by ***Confidential Treatment
Requested
[a201810k1038firstamendme102.jpg]
Regulus to Sanofi pursuant to