FOR SUCH
PROGRAM, EACH EARLY DEVELOPMENT PROGRAM IN ACCORDANCE WITH THE RELEVANT EARLY
DEVELOPMENT PLAN DURING THE PROGRAM TERM.
TO THAT END, REGULUS SHALL DEDICATE
TO THE CONDUCT OF THE INITIAL DISCOVERY AND RESEARCH ACTIVITIES UNDER THE
INITIAL RESEARCH PLAN, AND THE DEVELOPMENT ACTIVITIES UNDER EACH PROGRAM,
APPROPRIATE RESOURCES AND ALLOCATE PERSONNEL WITH AN APPROPRIATE LEVEL OF
EDUCATION, EXPERIENCE AND TRAINING IN ORDER TO ACHIEVE THE OBJECTIVES OF THIS
AGREEMENT EFFICIENTLY AND EXPEDITIOUSLY, WHICH RESOURCES AND PERSONNEL SHALL BE
CONSISTENT WITH THE APPLICABLE REQUIREMENTS OF THE INITIAL RESEARCH PLAN, THE
RESEARCH PLAN AND ANY EARLY DEVELOPMENT PLAN AND SHALL BE CONSISTENT ALWAYS WITH
THE STANDARD UNDER THIS AGREEMENT APPLICABLE TO REGULUS FOR ITS DILIGENT
EFFORTS.
FOR PURPOSES OF CLARITY, REGULUS SHALL BE DEEMED TO HAVE MET ITS
DILIGENCE OBLIGATION HEREUNDER WITH RESPECT TO EACH PROGRAM (A) UPON ACHIEVEMENT
OF THE [***] STAGE IF GSK EXERCISES THE RELEVANT PROGRAM OPTION AT THE [***]
STAGE OR (B) IF GSK DOES NOT EXERCISE THE RELEVANT PROGRAM OPTION BEFORE [***],
UPON COMPLETION OF THE POC TRIAL AND COMPLETION OF ALL OTHER ACTIVITIES SET
FORTH IN THE EARLY DEVELOPMENT PROGRAM; PROVIDED, HOWEVER, THAT THE PARTIES
ACKNOWLEDGE THAT SUCH CLAUSES (A) AND (B) MAY NOT BE THE ONLY PROOF THAT REGULUS
HAS MET ITS DILIGENCE OBLIGATIONS.
3.7
SPECIFIC REGULUS RESPONSIBILITIES.
DURING THE
PROGRAM TERM WITH RESPECT
TO EACH PROGRAM, AND CONSISTENT WITH AND SUBJECT TO THE APPLICABLE RESEARCH PLAN
AND EARLY DEVELOPMENT PLAN (AS EACH SUCH PLAN MAY BE UPDATED OR AMENDED FROM
TIME TO TIME HEREUNDER), REGULUS SHALL BE RESPONSIBLE FOR THE FOLLOWING
ACTIVITIES.
3.7.1
GENERAL.
REGULUS SHALL USE ITS DILIGENT EFFORTS TO:
40
(A)
CONDUCT DEVELOPMENT ACTIVITIES TO IDENTIFY, RESEARCH, OPTIMIZE,
AND OTHERWISE DEVELOP COLLABORATION COMPOUNDS UNDER SUCH PROGRAM, INCLUDING,
WITHOUT LIMITATION, SCREENING FOR NEW COLLABORATION COMPOUNDS AGAINST THE
RELEVANT COLLABORATION TARGET AS NECESSARY AND CONDUCTING MEDICINAL CHEMISTRY
WITH RESPECT TO A POTENTIAL DEVELOPMENT CANDIDATE UNDER THE PROGRAM WITH THE AIM
OF ACHIEVING CANDIDATE SELECTION CRITERIA AND POC CRITERIA;
(B)
IF GSK HAS NOT EXERCISED THE CANDIDATE SELECTION OPTION,
CONDUCT PRE-CLINICAL STUDIES AND CLINICAL STUDIES THROUGH AND INCLUDING THE
COMPLETION OF THE POC TRIAL FOR A DEVELOPMENT CANDIDATE AND CONDUCT FORMULATION
DEVELOPMENT OF SUCH DEVELOPMENT CANDIDATE FOR EACH PROGRAM;
(C)
PROVIDE TO THE JSC REASONABLE PROGRESS UPDATES AT EACH CALENDAR
QUARTER MEETING OF THE JSC ON THE STATUS OF EACH PROGRAM, SUMMARIES OF DATA
ASSOCIATED WITH REGULUS' DEVELOPMENT ACTIVITIES ("PROGRAM DATA"), AND THE
LIKELIHOOD OF AND GENERAL TIMETABLE FOR COMPLETION OF SUCH DEVELOPMENT
ACTIVITIES AND ADVANCEMENT OF COLLABORATION COMPOUNDS TO THE NEXT PHASE OF
DEVELOPMENT, AS APPLICABLE;
(D)
CONSIDER IN GOOD FAITH ALL REASONABLE SUGGESTIONS RECEIVED FROM
GSK REGARDING THE INITIAL RESEARCH PLAN AND ANY RESEARCH PLAN, RESEARCH PROGRAM,
EARLY DEVELOPMENT PLAN AND/OR EARLY DEVELOPMENT PROGRAM; AND
(E)
PERFORM SUCH OTHER OBLIGATIONS WITH RESPECT TO EACH RESEARCH
PROGRAM AND EACH EARLY DEVELOPMENT PROGRAM AS THE JSC MAY ASSIGN TO REGULUS FROM
TIME TO TIME UNDER THE INITIAL RESEARCH PLAN AND ANY RESEARCH PLAN, RESEARCH
PROGRAM, EARLY DEVELOPMENT PLAN AND/OR EARLY DEVELOPMENT PROGRAM.
3.7.2