WITHHELD FROM GSK ANY MATERIAL DATA OR ANY MATERIAL
CORRESPONDENCE, INCLUDING TO OR FROM ANY REGULATORY AUTHORITY IN REGULUS'
POSSESSION THAT WOULD BE MATERIAL AND RELEVANT TO A REASONABLE ASSESSMENT OF THE
SCIENTIFIC, COMMERCIAL, SAFETY, REGULATORY AND COMMERCIAL LIABILITIES AND
COMMERCIAL VALUE OF
REGULUS' MIR-122 PROGRAM; AND
1.8.3
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, WITHOUT HAVING CONDUCTED
ANY SPECIAL INQUIRY, NO WRITTEN CLAIMS HAVE BEEN MADE AGAINST REGULUS OR ITS
FOUNDING COMPANIES ALLEGING THAT ANY OF THE REGULUS PATENTS ARE INVALID OR
UNENFORCEABLE OR INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
1.9
SEVERABILITY.
IF ANY PROVISION HEREOF SHOULD BE HELD INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION, THE PARTIES SHALL NEGOTIATE IN
GOOD FAITH A VALID, LEGAL AND ENFORCEABLE SUBSTITUTE PROVISION THAT MOST NEARLY
REFLECTS THE ORIGINAL INTENT OF THE PARTIES AND ALL OTHER PROVISIONS HEREOF
SHALL REMAIN IN FULL FORCE AND EFFECT IN SUCH JURISDICTION AND SHALL BE
LIBERALLY CONSTRUED IN ORDER TO CARRY OUT THE INTENTIONS OF THE PARTIES HERETO
AS NEARLY AS MAY BE POSSIBLE.
SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION IN
ANY OTHER JURISDICTION.
1.10
HEADINGS.
HEADINGS USED HEREIN ARE FOR CONVENIENCE ONLY AND SHALL
NOT IN ANY WAY AFFECT THE CONSTRUCTION OF OR BE TAKEN INTO CONSIDERATION IN
INTERPRETING THIS AMENDMENT.
1.11
FURTHER ACTIONS.
EACH PARTY SHALL EXECUTE, ACKNOWLEDGE AND DELIVER
SUCH FURTHER INSTRUMENTS, AND DO ALL SUCH OTHER ACTS, AS MAY BE NECESSARY OR
APPROPRIATE IN ORDER TO CARRY OUT THE EXPRESSLY STATED PURPOSES AND THE CLEAR
INTENT OF THIS AMENDMENT.
1.12
COUNTERPARTS.
THIS AMENDMENT MAY BE SIGNED IN COUNTERPARTS, EACH
AND EVERY ONE OF WHICH SHALL BE DEEMED AN ORIGINAL, NOTWITHSTANDING VARIATIONS
IN FORMAT OR FILE DESIGNATION WHICH MAY RESULT FROM THE ELECTRONIC TRANSMISSION,
STORAGE AND PRINTING OF COPIES OF THIS AMENDMENT FROM SEPARATE COMPUTERS OR
PRINTERS.
FACSIMILE SIGNATURES AND SIGNATURES TRANSMITTED VIA PDF SHALL BE
TREATED AS ORIGINAL SIGNATURES.
6
1.13
EFFECT OF THE AGREEMENT.
UNLESS OTHERWISE EXPLICITLY AMENDED OR
CHANGED HEREBY, ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN IN
FULL FORCE AND EFFECT.
1.14
STANFORD LICENSE CONSIDERATIONS.
FOR PURPOSES OF CLARIFICATION, WITH
RESPECT TO ANY SUBLICENSE GRANTED BY REGULUS TO GSK UNDER THE STANFORD PATENTS,
GSK ACKNOWLEDGES AND AGREES THAT (A) SUCH SUBLICENSE IS SUBJECT AND SUBORDINATE
TO THE TERMS AND CONDITIONS OF THE STANFORD LICENSE AGREEMENT, (B) STANFORD IS A
THIRD PARTY BENEFICIARY TO THIS AGREEMENT AS IT RELATES TO ARTICLES 8, 9 AND 10
OF THE STANFORD LICENSE AGREEMENT, SUCH THAT STANFORD MAY DIRECTLY ENFORCE
ARTICLES 8, 9 AND 10 OF THE STANFORD LICENSE AGREEMENT AGAINST GSK, AND (C) IF
STANFORD TERMINATES THE STANFORD LICENSE AGREEMENT AS IT RELATES TO REGULUS (BUT
NOT AS IT RELATES TO THE AGREEMENT OR THIS AMENDMENT, GSK WILL ASSUME (AND BE
DIRECTLY LIABLE TO STANFORD FOR) ALL THIRD PARTY LICENSE PASS-THROUGH COSTS AND
ALL THIRD PARTY AND PARENT-ORIGINATED RIGHTS AND OBLIGATIONS DUE STANFORD IN
CONNECTION WITH THE
AGREEMENT AND THIS AMENDMENT; PROVIDED, THAT IF, BY