PRODUCTS AND
ITS ACTIVITIES UNDER EACH PROGRAM.
10.2
REPRESENTATIONS AND WARRANTIES OF REGULUS.
REGULUS HEREBY REPRESENTS AND
WARRANTS TO GSK, AS OF THE EFFECTIVE DATE, THAT:
10.2.1
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, WITHOUT HAVING CONDUCTED ANY
SPECIAL INQUIRY, REGULUS IS THE OWNER OF, OR OTHERWISE HAS THE RIGHT TO GRANT
ALL RIGHTS AND LICENSES IT PURPORTS TO GRANT TO GSK WITH RESPECT TO THE REGULUS
TECHNOLOGY UNDER THIS AGREEMENT FOR ALL PROGRAMS HEREUNDER;
10.2.2
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, WITHOUT HAVING CONDUCTED ANY
SPECIAL INQUIRY, REGULUS DOES NOT REQUIRE ANY ADDITIONAL LICENSES OR OTHER
INTELLECTUAL PROPERTY
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RIGHTS OWNED BY ANY OF ITS PARENT COMPANIES IN ORDER FOR REGULUS TO CONDUCT THE
IDENTIFICATION, RESEARCH, OPTIMIZATION AND OTHER DEVELOPMENT ACTIVITIES
CONTEMPLATED TO BE CONDUCTED BY REGULUS WITH RESPECT TO HUMAN THERAPEUTICS
PURSUANT TO THE PROGRAMS HEREUNDER;
10.2.3
TO THE BEST OF ITS KNOWLEDGE AND BELIEF, WITHOUT HAVING CONDUCTED ANY
SPECIAL INQUIRY, NO WRITTEN CLAIMS HAVE BEEN MADE AGAINST REGULUS OR ITS PARENT
COMPANIES ALLEGING THAT ANY OF THE REGULUS PATENTS ARE INVALID OR UNENFORCEABLE
OR INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; AND
10.2.4
REGULUS HAS NOT WITHHELD FROM GSK ANY MATERIAL DATA OR ANY MATERIAL
CORRESPONDENCE, INCLUDING TO OR FROM ANY REGULATORY AUTHORITY, IN REGULUS'
POSSESSION AS OF THE EFFECTIVE DATE THAT WOULD BE MATERIAL AND RELEVANT TO A
REASONABLE ASSESSMENT OF THE SCIENTIFIC, COMMERCIAL, SAFETY, REGULATORY AND
COMMERCIAL LIABILITIES AND COMMERCIAL VALUE OF THE COLLABORATION BETWEEN THE
PARTIES AND ANY COLLABORATION COMPOUND HEREUNDER.
10.3
REGULUS COVENANTS.
REGULUS HEREBY COVENANTS TO GSK THAT:
10.3.1
ALL EMPLOYEES OF REGULUS AND ALL EMPLOYEES OF REGULUS' PARENT
COMPANIES OR AFFILIATES PERFORMING DEVELOPMENT ACTIVITIES HEREUNDER ON BEHALF OF
REGULUS SHALL BE OBLIGATED TO ASSIGN ALL RIGHT, TITLE AND INTEREST IN AND TO ANY
INVENTIONS DEVELOPED BY THEM, WHETHER OR NOT PATENTABLE, TO REGULUS OR SUCH
PARENT COMPANY OR AFFILIATE, RESPECTIVELY, AS THE SOLE OWNER THEREOF, AND EACH
PARENT COMPANY SHALL BE OBLIGATED UNDER THE SERVICES AGREEMENT TO ASSIGN ALL
RIGHT, TITLE AND INTEREST IN AND TO ANY SUCH INVENTIONS DEVELOPED BY ITS
EMPLOYEES, WHETHER OR NOT PATENTABLE, TO REGULUS THEREUNDER;
10.3.2
REGULUS SHALL, AS APPROPRIATE, HIRE AND MAINTAIN SUFFICIENT STAFF AND
MANAGEMENT TO MEET ITS DILIGENT EFFORTS IN ORDER TO SUPPORT AND CONDUCT ALL THE
PROGRAMS HEREUNDER IN A TIMELY FASHION, OR USE ITS DILIGENT EFFORTS TO SUPPORT
AND CONDUCT CERTAIN ACTIVITIES UNDER THE PROGRAMS HEREUNDER THROUGH THE SERVICES
AGREEMENT;
10.3.3
IF REASONABLY REQUESTED BY GSK IN WRITING, REGULUS WILL TAKE
REASONABLE, GOOD FAITH MEASURES AND COOPERATE WITH GSK TO HELP TO FACILITATE A
GOOD FAITH NEGOTIATION BETWEEN GSK AND ANY PARENT COMPANY OR THIRD PARTY
LICENSOR OF REGULUS UNDER THE AGREEMENTS LISTED ON EXHIBIT F HERETO
(COLLECTIVELY, THE "EXISTING IN-LICENSE AGREEMENTS") IN THE EVENT THAT GSK
DESIRES TO PURSUE THE DEVELOPMENT OR COMMERCIALIZATION OF ANY COLLABORATION
COMPOUND OR LICENSED PRODUCT AND WOULD REQUIRE A LICENSE DIRECTLY FROM ANY SUCH
THIRD PARTY, UNLESS THE PARENT COMPANIES HAVE ACHIEVED THE RESULTS DESCRIBED IN
SECTION 6 OF