OF ANY THIRD PARTY
SUBCONTRACTOR ENGAGED BY REGULUS AS A SUBCONTRACTOR IN ACCORDANCE WITH
SECTION 3.10.
5.3.2
CERTAIN REGULUS RESPONSIBILITIES.
AFTER EXERCISE BY GSK OF A
PROGRAM OPTION, WITHIN THE [***] MONTH PERIOD SET FORTH IN SECTION 5.3.1,
REGULUS SHALL USE ITS DILIGENT EFFORTS TO:
(A)
TRANSFER TO GSK, AT NO COST TO GSK, OWNERSHIP OF ALL RELEVANT
REGULATORY FILINGS RELATING TO THE APPLICABLE OPTION COMPOUNDS, INCLUDING ALL
INDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW; PROVIDED, THAT, AT GSK'S
REASONABLE DISCRETION IF NO SUCH TRANSFER IS REASONABLY PRACTICAL, THEN REGULUS
SHALL GRANT TO GSK A RIGHT OF REFERENCE TO SUCH REGULATORY FILINGS; AND
(B)
AT GSK'S REQUEST, TRANSFER TO GSK OR ITS DESIGNEE, SUBJECT TO
THE PAYMENT [***] THEN EXISTING SUPPLIES, WHICH ARE DEEMED SUITABLE BY GSK, OF
SUCH OPTION COMPOUNDS, INCLUDING BACK-UP COMPOUNDS AND OTHER COLLABORATION
COMPOUNDS UNDER SUCH
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PROGRAM, AND THE PARTIES WILL USE GOOD FAITH EFFORTS TO WORK TOGETHER TO HAVE
ANY THIRD PARTY MANUFACTURING ARRANGEMENTS SOLELY COVERING THE MANUFACTURE OF
SUCH OPTION COMPOUNDS ASSIGNED TO GSK (IT BEING UNDERSTOOD THAT NO SUCH
ASSIGNMENT SHALL BE REQUIRED IF SUCH ASSIGNMENT IS CONDITIONAL UPON [***]).
IF
SUCH BULK DRUG SUBSTANCE OR OTHER MATERIALS ARE NOT IN REGULUS' POSSESSION AND
CONTROL OR ARE NOT REASONABLY TRANSFERABLE, REGULUS SHALL PROVIDE NOTICE TO GSK
AND, UPON REASONABLE REQUEST BY GSK, USE GOOD FAITH EFFORTS TO ASSIST GSK IN
OBTAINING ACCESS TO SUCH MATERIALS.
5.3.3
CONTINUING COOPERATION. FOR A [***] MONTH PERIOD AND THEREAFTER FOR
SUCH TIME AS IS REASONABLY REQUESTED BY GSK ACTING IN GOOD FAITH TO TRANSFER AND
REPRODUCE THE MANUFACTURING PROCESS FOR THE OPTION COMPOUNDS AFTER THE TRANSFER
DESCRIBED IN SECTION 5.3.1 AND 5.3.2 ABOVE, REGULUS SHALL USE REASONABLE
EFFORTS, WHICH SHALL NOT EXCEED THE EQUIVALENT OF [***] (UNLESS MUTUALLY AGREED
BY THE PARTIES WHERE REASONABLY NECESSARY), TO COOPERATE FULLY WITH GSK TO
CONDUCT ANY ADDITIONAL TRANSFER OF THE MANUFACTURING PROCESS FOR THE OPTION
COMPOUNDS TO GSK OR TO A THIRD PARTY AS NOMINATED BY GSK AND TO PROVIDE GSK WITH
ANY OTHER REGULUS TECHNOLOGY OR REGULUS COLLABORATION TECHNOLOGY, AS IT MAY BE
DEVELOPED OR IDENTIFIED TO WHICH GSK HAS A RIGHT OR LICENSE UNDER THIS AGREEMENT
THAT IS NECESSARY OR USEFUL FOR GSK TO FURTHER DEVELOP, MANUFACTURE,
COMMERCIALIZE OR OTHERWISE EXPLOIT THE PROGRESSION OF COLLABORATION COMPOUNDS
INTO LICENSED PRODUCT(S) AS PERMITTED UNDER THIS AGREEMENT.
5.3.4
ADDITIONAL SERVICES.
IN THE EVENT THAT GSK REASONABLY REQUESTS
REGULUS TO PROVIDE GSK WITH ANY MATERIALS OR SERVICES BEYOND THOSE SET FORTH IN
SECTIONS 5.3.1, 5.3.2, AND 5.3.3, SUCH MATERIALS AND/OR SERVICES MAY BE
SCHEDULED AND PROVIDED BY REGULUS TO GSK ON SUCH TERMS AND CONDITIONS AS MAY BE
MUTUALLY AGREED BETWEEN THE PARTIES AT THE TIME OF ANY SUCH REQUEST, IF THE
PARTIES MUTUALLY DESIRE TO ENGAGE IN THE TRANSFER OR PROVISION OF SUCH
ADDITIONAL MATERIALS OR SERVICES.
ARTICLE 6
MILESTONES AND ROYALTIES; PAYMENTS
6.1
UPFRONT PAYMENT TO REGULUS.
IN PARTIAL CONSIDERATION FOR GSK'S PROGRAM
OPTIONS HEREUNDER, GSK SHALL PAY TO REGULUS, BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS