FOR MILESTONE
EVENTS THAT HAVE BEEN ACHIEVED BY [***] PRIOR TO THE TIME IT BECAME A
COLLABORATION COMPOUND.
BY WAY OF EXAMPLE ONLY, IF REGULUS ACQUIRES CONTROL OF
[***] AFTER PHASE 2
4
CLINICAL TRIALS HAVE BEEN INITIATED WITH [***] AND GSK HAS NOT YET PAID REGULUS
ANY MILESTONES FOR THE REGULUS MIR-122 PROGRAM, GSK WOULD PAY REGULUS THE
AMOUNTS CORRESPONDING TO THE CANDIDATE SELECTION, INITIATION OF PHASE 1 CLINICAL
TRIALS AND INITIATION OF PHASE 2 CLINICAL TRIALS MILESTONE EVENTS.
FOR CLARITY
PURPOSES, SUCH MILESTONE(S) SHALL NOT BE PAID MORE THAN ONCE WITH RESPECT TO
COLLABORATION COMPOUNDS IN THE REGULUS MIR-122 PROGRAM.
IF, PRIOR TO GSK'S
EXERCISE OF ITS PROGRAM OPTION FOR THE REGULUS MIR-122 PROGRAM, REGULUS' MIR-122
PROGRAM IS TERMINATED SUCH THAT IT IS NO LONGER A PROGRAM UNDER THE AGREEMENT,
THEN GSK'S RIGHT TO ADD [***] TO THE REGULUS MIR-122 PROGRAM UNDER THIS
SECTION 1.4 SHALL AUTOMATICALLY TERMINATE.
1.4.2
IF IN THE SAME TRANSACTION (OR SERIES OF TRANSACTIONS) THAT REGULUS,
ITS AFFILIATE OR PARENT COMPANIES (AS THE CASE MAY BE) OBTAINED CONTROL OF
[***], SUCH PERSON ALSO ACQUIRED CONTROL OF ANOTHER MIRNA COMPOUND DESIGNED TO
INTERFERE WITH OR INHIBIT (I.E. "DIRECTED TO" OR "DIRECTED AGAINST") MIR-122
(EACH A "BACKUP MIR-122 COMPOUND") IN THE FIELD, THEN SOLELY WITH RESPECT TO
THIS SECTION 1.4, THE DEFINITION OF [***] WILL INCLUDE SUCH BACKUP MIR-122
COMPOUND(S).
1.5
PURCHASE OF REGULUS PROMISSORY NOTE.
GSK AGREES TO LEND REGULUS AN
ADDITIONAL FIVE MILLION U.S. DOLLARS ($5,000,000).
THE LOAN SHALL BE EVIDENCED
BY A CONVERTIBLE PROMISSORY NOTE, IN THE FORM OF THE SECOND CONVERTIBLE
PROMISSORY NOTE, ATTACHED HERETO AS EXHIBIT A.
WITHIN [***] BUSINESS DAYS OF
THE DATE ON OR AFTER THE AMENDMENT DATE THAT GSK RECEIVES AN INVOICE FROM
REGULUS THEREFOR, (A) GSK SHALL PAY REGULUS FIVE MILLION U.S. DOLLARS
($5,000,000) BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT
DESIGNATED BY REGULUS IN WRITING AND (B) REGULUS SHALL SIMULTANEOUSLY DELIVER TO
GSK THE EXECUTED SECOND CONVERTIBLE PROMISSORY NOTE IN THE AMOUNT OF FIVE
MILLION U.S. DOLLARS ($5,000,000).
1.6
AMENDMENT TO MILESTONE PAYMENTS.
NOTWITHSTANDING SECTION 6.4 OF
THE AGREEMENT, THERE SHALL BE NO DISCOVERY MILESTONE PAYMENT WITH RESPECT TO THE
REGULUS MIR-122 PROGRAM, AND INSTEAD THE PAYMENT DUE UPON THE REGULUS MIR-122
PROGRAM REACHING CANDIDATE SELECTION STAGE SHALL BE [***], PAYABLE WITHIN [***]
DAYS OF RECEIPT BY GSK OF AN INVOICE SENT FROM REGULUS ON OR AFTER THE DATE OF
ACHIEVEMENT OF SUCH MILESTONE EVENT.
1.7
PRESS RELEASE; DISCLOSURE OF AMENDMENT.
ON OR
PROMPTLY AFTER THE AMENDMENT DATE, THE PARTIES SHALL INDIVIDUALLY OR JOINTLY
ISSUE A PUBLIC ANNOUNCEMENT OF THE EXECUTION OF THIS AMENDMENT IN FORM AND
SUBSTANCE SUBSTANTIALLY AS SET FORTH ON EXHIBIT B.
5
1.8
REPRESENTATIONS AND WARRANTIES OF REGULUS.
REGULUS HEREBY
REPRESENTS AND WARRANTS TO GSK, AS OF THE AMENDMENT DATE, THAT:
1.8.1
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 REGULUS' MIR-122
PROGRAM UNDER THIS AMENDMENT;
1.8.2
REGULUS HAS NOT