OR 4.2.3, OR WHERE GSK DECLINES TO
EXERCISE ALL OF ITS PROGRAM OPTIONS ON OR BEFORE THE END OF THE APPLICABLE POC
OPTION EXERCISE PERIOD FOR A GIVEN PROGRAM, THE EXCLUSIVITY OBLIGATIONS UNDER
SECTION 7.1 OR SECTION 7.2 SHALL NO LONGER APPLY TO BIND OR RESTRICT GSK OR ITS
AFFILIATES, OR REGULUS OR ITS AFFILIATES OR PARENT COMPANIES, WITH RESPECT TO
THE TERMINATED COLLABORATION TARGET OR PROGRAM.
(D)
FOR THE SAKE OF CLARITY, THE PARTIES UNDERSTAND AND AGREE
THAT, IN THE EVENT THAT PURSUANT TO THE PROVISIONS OF SECTIONS 12.7.3(A),
12.7.3(C) OR 12.7.5, GSK ACQUIRES AN EXCLUSIVE LICENSE FROM REGULUS UNDER
SECTION 5.2.1 WITH RESPECT TO A TERMINATED PROGRAM AND THE COLLABORATION TARGET
AND COLLABORATION COMPOUNDS RELATING TO SUCH PROGRAM, THEN, IF SUCH PROGRAM AS
OF THE DATE OF SUCH TERMINATION HAS NOT YET PROGRESSED TO THE POINT WHERE ANY
COLLABORATION COMPOUNDS AT ALL OR ANY DEVELOPMENT CANDIDATES OR ANY OPTION
COMPOUNDS OR LICENSED PRODUCTS HAVE BEEN IDENTIFIED, THEN, NOTWITHSTANDING ANY
INTERPRETATION OF SECTION 5.2.1 OR ANY OTHER PROVISION OF THIS AGREEMENT OR THE
SIDE AGREEMENT OR ANY OF THE JV AGREEMENTS OR ANY COMBINATION OF ANY OF THOSE TO
THE CONTRARY, GSK SHALL HAVE THE EXCLUSIVE, SUBLICENSEABLE RIGHT AND LICENSE IN
THE FIELD AND IN THE TERRITORY, UNDER THE EXCLUSIVE LICENSE GRANTED IN
SECTION 5.2.1, TO USE THE REGULUS TECHNOLOGY AND REGULUS' RIGHTS IN THE
COLLABORATION TECHNOLOGY, TO IDENTIFY AND DISCOVER NEW (AS WELL AS ANY
THEN-EXISTING) COLLABORATION COMPOUNDS DIRECTED TO SUCH COLLABORATION TARGET,
AND TO DEVELOP, MANUFACTURE AND COMMERCIALIZE ANY NEW AND EXISTING COLLABORATION
COMPOUNDS AS AND INTO LICENSED PRODUCTS, AND THE LICENSE GRANTED TO GSK UNDER
SECTION 5.2.1 SHALL NOT BE CONSTRUED AS LIMITING GSK ONLY TO USE REGULUS
TECHNOLOGY AND COLLABORATION TECHNOLOGY PERTAINING TO COLLABORATION COMPOUNDS
WHICH ARE EXISTING AS OF THE DATE OF SUCH PROGRAM TERMINATION UNDER ARTICLE 12.
12.8
ACCRUED RIGHTS; SURVIVING PROVISIONS OF THE AGREEMENT; CERTAIN
CLARIFICATIONS.
(A)
TERMINATION, RELINQUISHMENT OR EXPIRATION OF THIS AGREEMENT
FOR ANY REASON SHALL BE WITHOUT PREJUDICE TO ANY RIGHTS THAT SHALL HAVE ACCRUED
TO THE BENEFIT OF ANY PARTY PRIOR TO SUCH TERMINATION, RELINQUISHMENT OR
EXPIRATION INCLUDING, WITHOUT LIMITATION, THE PAYMENT OBLIGATIONS UNDER
ARTICLE 6 HEREOF AND ANY AND ALL DAMAGES ARISING FROM ANY BREACH HEREUNDER.
SUCH TERMINATION, RELINQUISHMENT OR EXPIRATION SHALL NOT RELIEVE ANY PARTY FROM
OBLIGATIONS WHICH ARE EXPRESSLY INDICATED TO SURVIVE TERMINATION OF THIS
AGREEMENT.
116
(B)
FOR PURPOSES OF CLARITY, THE PARTIES UNDERSTAND AND AGREE
THAT, (I) UNLESS THE EXCLUSIVITY OBLIGATIONS UNDER ARTICLE 7 ARE EXPRESSLY
STATED AS BINDING UPON A PARTY BEYOND THE TERMINATION OR EXPIRATION OF THIS
AGREEMENT WITH RESPECT TO A PROGRAM OR COLLABORATION TARGET, NO SUCH
OBLIGATION(S) SHALL SURVIVE SUCH TERMINATION OR EXPIRATION; (II) ALL PROGRAM
OPTIONS FOR ANY PROGRAM(S) THAT IS NOT TERMINATED UNDER SECTION 12.2 SHALL
REMAIN IN EFFECT IN ACCORDANCE WITH THE TERMS OF ARTICLE 4; AND (III) UNLESS
OTHERWISE EXPRESSLY STATED, REFERENCES IN THIS ARTICLE 12 TO "ON A COLLABORATION
TARGET-BY-COLLABORATION TARGET BASIS" (AND RELATED REFERENCES TO "COLLABORATION
TARGET" IN SUCH CONTEXT) SHALL MEAN