OF REGULUS'
OBLIGATIONS HEREUNDER.
FOR THE AVOIDANCE OF DOUBT, THE EXERCISE BY REGULUS OF
ITS RIGHT TO DISCONTINUE ITS PARTICIPATION IN THE JSC PURSUANT TO THIS
SECTION 2.1.2 WILL NOT RELIEVE REGULUS OF THE OBLIGATION TO PERFORM ANY OF ITS
ACTIVITIES UNDER ANY PROGRAM HEREUNDER, AND GSK SHALL HAVE THE RIGHT IN SUCH
EVENT TO MAKE DECISIONS ON MATTERS WHERE THE JSC WOULD HAVE HAD SUCH RIGHT AND
AUTHORITY WITH RESPECT TO SUCH PROGRAM, AS NECESSARY IN ORDER TO CONTINUE SUCH
PROGRAMS.
FOR CLARITY, IN THE EVENT THAT REGULUS OBTAINS RIGHTS TO REFUSED
CANDIDATES, REFUSED CANDIDATE PRODUCTS OR RETURNED LICENSED PRODUCTS HEREUNDER,
REGULUS SHALL HAVE THE RIGHT IN SUCH EVENT TO MAKE DECISIONS ON ALL MATTERS
RELATED TO THE DEVELOPMENT, MANUFACTURE AND/OR COMMERCIALIZATION OF SUCH REFUSED
CANDIDATES, REFUSED CANDIDATE PRODUCTS OR RETURNED LICENSED PRODUCTS.
2.1.3
MEMBERSHIP.
THE JSC SHALL BE COMPRISED OF [***] REPRESENTATIVES (OR
SUCH OTHER NUMBER OF REPRESENTATIVES AS THE PARTIES MAY AGREE) FROM EACH OF GSK
AND REGULUS.
EACH PARTY SHALL PROVIDE THE OTHER WITH A LIST OF ITS INITIAL
MEMBERS OF THE JSC ON THE EFFECTIVE DATE.
EACH PARTY MAY REPLACE ANY OR ALL OF
ITS REPRESENTATIVES ON THE JSC AT ANY TIME UPON WRITTEN NOTICE TO THE OTHER
PARTY IN ACCORDANCE WITH SECTION 13.6 OF THIS AGREEMENT.
EACH REPRESENTATIVE OF
EACH PARTY SHALL BE OF THE SENIORITY AND HAVE EXPERTISE (EITHER INDIVIDUALLY OR
COLLECTIVELY) IN BUSINESS AND PHARMACEUTICAL DRUG DISCOVERY AND DEVELOPMENT
APPROPRIATE FOR SERVICE ON THE JSC IN LIGHT OF THE FUNCTIONS, RESPONSIBILITIES
AND AUTHORITY OF THE JSC AND THE STATUS OF DEVELOPMENT OF THE COLLABORATION
COMPOUNDS AND RELATED LICENSED PRODUCTS.
ANY MEMBER OF THE JSC MAY DESIGNATE A
SUBSTITUTE TO ATTEND AND PERFORM THE FUNCTIONS OF THAT MEMBER AT ANY MEETING OF
THE JSC.
EACH MEMBER OF THE JSC, AND ANY SUCH SUBSTITUTE, SHALL BE SUBJECT TO
THE CONFIDENTIALITY OBLIGATIONS OF ARTICLE 9.
EACH PARTY MAY, IN ITS REASONABLE
DISCRETION, INVITE NON-MEMBER REPRESENTATIVES OF SUCH PARTY TO ATTEND MEETINGS
OF THE JSC AS A NON-VOTING PARTICIPANT, SUBJECT TO THE CONFIDENTIALITY
OBLIGATIONS OF ARTICLE 9.
THE PARTIES SHALL DESIGNATE A CHAIRPERSON (EACH, A
"CHAIRPERSON") TO OVERSEE THE OPERATION OF THE JSC, EACH SUCH
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CHAIRPERSON TO SERVE A TWELVE (12) MONTH TERM. THE RIGHT TO NAME THE CHAIRPERSON
SHALL ALTERNATE BETWEEN THE PARTIES, WITH [***] DESIGNATING THE FIRST SUCH
CHAIRPERSON.
2.1.4
MEETINGS.
DURING THE COLLABORATION TERM (SUBJECT TO SECTION 2.1.2),
THE JSC SHALL MEET IN PERSON OR OTHERWISE ONCE EACH CALENDAR QUARTER, AND LESS
OR MORE FREQUENTLY AS THE PARTIES MUTUALLY DEEM APPROPRIATE, ON SUCH DATES, AND
AT SUCH PLACES AND TIMES, AS PROVIDED HEREIN OR AS THE PARTIES SHALL AGREE.
UPON THE CONCLUSION OF THE COLLABORATION TERM (SUBJECT TO SECTION 2.1.2), THE
JSC SHALL MEET, IN PERSON OR OTHERWISE, ONCE EVERY TWO (2) CALENDAR QUARTERS OR
MORE OR LESS FREQUENTLY AS MUTUALLY AGREED BETWEEN THE PARTIES, TO PROVIDE
REGULUS AN UPDATE REGARDING GSK'S EFFORTS AFTER EXERCISE OF ITS PROGRAM
OPTION(S) AND OTHERWISE TO PERFORM THE RESPONSIBILITIES ASSIGNED TO IT UNDER
THIS AGREEMENT