AND
DISCLOSURE OF ANOTHER PARTY'S CONFIDENTIAL INFORMATION AS SPECIFICALLY PROVIDED
FOR IN THE LLC AGREEMENT OR SECTION 10.1 OF THIS AGREEMENT OR FOR DISCLOSURE OF
ANY PARTY'S OWN INFORMATION TO COMPLY WITH LAW.
10.3
DISCLOSURES REGARDING ROYALTY-BEARING PRODUCTS. IN ADDITION, EACH
COMMERCIALIZING PARTY MAY, WITHOUT THE COLLABORATION WORKING GROUP'S APPROVAL,
MAKE DISCLOSURES PERTAINING SOLELY TO ITS ROYALTY-BEARING PRODUCTS; PROVIDED,
HOWEVER, THAT, (I) REGULUS WILL IMMEDIATELY NOTIFY (AND PROVIDE AS MUCH ADVANCE
NOTICE AS POSSIBLE TO) THE OTHER PARTIES OF ANY EVENT MATERIALLY RELATED TO ITS
ROYALTY-BEARING PRODUCTS (INCLUDING ANY REGULATORY APPROVAL) SO THAT THE PARTIES
MAY ANALYZE THE NEED TO OR DESIRABILITY OF PUBLICLY DISCLOSING OR REPORTING SUCH
EVENT AND (II) ANY PRESS RELEASE OR OTHER SIMILAR PUBLIC COMMUNICATION BY ANY
PARTY RELATED TO EFFICACY OR SAFETY DATA AND/OR RESULTS OF A ROYALTY-BEARING
PRODUCT WILL BE SUBMITTED TO THE OTHER PARTIES FOR REVIEW AT LEAST [***]
BUSINESS DAYS (TO THE EXTENT PERMITTED BY LAW) IN ADVANCE OF SUCH PROPOSED
PUBLIC DISCLOSURE, THE OTHER PARTIES SHALL HAVE THE RIGHT TO EXPEDITIOUSLY
REVIEW AND RECOMMEND CHANGES TO SUCH COMMUNICATION AND THE PARTY WHOSE
COMMUNICATION HAS BEEN REVIEWED SHALL IN GOOD FAITH CONSIDER ANY CHANGES THAT
ARE TIMELY RECOMMENDED BY THE REVIEWING PARTIES. NOTWITHSTANDING THE FOREGOING,
IN EACH CASE SUCH RIGHT OF REVIEW AND RECOMMENDATION SHALL ONLY APPLY FOR THE
FIRST TIME THAT SPECIFIC INFORMATION IS TO BE DISCLOSED, AND SHALL NOT APPLY TO
THE SUBSEQUENT DISCLOSURE OF INFORMATION THAT (A) IS SUBSTANTIALLY SIMILAR TO A
PREVIOUSLY REVIEWED DISCLOSURE AND (B) IN THE CONTEXT OF THE SUBSEQUENT
DISCLOSURE, DOES NOT CARRY A SUBSTANTIALLY DIFFERENT QUALITATIVE MESSAGE THAN
THAT CARRIED BY THE PREVIOUSLY REVIEWED DISCLOSURE.
19
11.
INDEMNIFICATION
11.1
INDEMNIFICATION BY REGULUS. REGULUS AGREES TO DEFEND EACH LICENSOR,
THE AFFILIATES OF EACH LICENSOR, AND THEIR RESPECTIVE AGENTS, DIRECTORS,
OFFICERS AND EMPLOYEES (THE "LICENSOR INDEMNITEES"), AT REGULUS' COST AND
EXPENSE, AND WILL INDEMNIFY AND HOLD HARMLESS THE LICENSOR INDEMNITEES FROM AND
AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES, FEES OR EXPENSES ("LOSSES") RELATING
TO OR IN CONNECTION WITH A THIRD PARTY CLAIM ARISING OUT OF (A) ANY ACTUAL OR
ALLEGED DEATH, PERSONAL BODILY INJURY OR DAMAGE TO REAL OR TANGIBLE PERSONAL
PROPERTY CLAIMED TO RESULT, DIRECTLY OR INDIRECTLY, FROM THE MANUFACTURE,
STORAGE, POSSESSION, USE OR CONSUMPTION OF, TREATMENT WITH OR SALE, ANY MIRNA
COMPOUND OR MIRNA THERAPEUTIC (OTHER THAN AS SET FORTH IN SECTION 11.2(A) OR IN
THE LLC AGREEMENT), REGARDLESS OF THE FORM IN WHICH ANY SUCH CLAIM IS MADE OR
WHETHER ACTUAL NEGLIGENCE IS FOUND, (B) ANY ACTUAL OR ALLEGED INFRINGEMENT OR
UNAUTHORIZED USE OR MISAPPROPRIATION OF ANY PATENT RIGHT OR OTHER INTELLECTUAL
PROPERTY RIGHT OF A THIRD PARTY WITH RESPECT TO THE ACTIVITIES OF REGULUS, ITS
AFFILIATES OR SUBLICENSEES UNDER THIS AGREEMENT OR THE SERVICES AGREEMENT,
(C) BREACH BY REGULUS OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS MADE UNDER
THIS AGREEMENT OR THE SERVICES AGREEMENT, OR (D) ANY NEGLIGENT ACT OR OMISSION
OR WILLFUL MISCONDUCT OF REGULUS, ITS AFFILIATES OR SUBLICENSEES OR ANY OF THEIR
EMPLOYEES, CONTRACTORS OR AGENTS, IN PERFORMING ITS