ALL
COLLABORATION COMPOUNDS AND LICENSED PRODUCTS DIRECTED TO SUCH TERMINATED
COLLABORATION TARGET(S)); AND
(VIII)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, ALL
LICENSES GRANTED TO GSK UNDER ARTICLE 5 WITH RESPECT TO COLLABORATION COMPOUNDS,
OPTION COMPOUNDS OR LICENSED PRODUCTS DIRECTED TO THE COLLABORATION TARGET THAT
IS THE SUBJECT OF ANY PROGRAM(S) FOR WHICH GSK HAS PREVIOUSLY EXERCISED ITS
PROGRAM OPTION AS OF THE EFFECTIVE DATE OF SUCH TERMINATION, AND WHICH WERE NOT
DIRECTED TO THE SAME COLLABORATION TARGET AS THE PROGRAM TO WHICH THE REGULUS
UNCURED MATERIAL BREACH RELATES, SHALL CONTINUE IN FULL FORCE, IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,
GSK'S PAYMENT OBLIGATIONS UNDER ARTICLE 6 WITH RESPECT TO ANY COLLABORATION
COMPOUNDS, OPTION COMPOUNDS OR LICENSED PRODUCTS RESULTING FROM SUCH PROGRAM(S).
(C)
IN THE CASE OF A TERMINATION BY GSK OF ANY PROGRAM(S) OR THE
ENTIRE AGREEMENT UNDER SECTION 12.2 AS A RESULT OF (I) AN [***] THEN THE EFFECTS
SET FORTH IN SECTION 12.7.3(A) OR 12.7.3(B) ABOVE SHALL APPLY, AS APPLICABLE
DEPENDING UPON WHETHER GSK HAD EXERCISED ITS PROGRAM OPTION FOR SUCH PROGRAM,
EXCEPT THAT GSK SHALL BE OBLIGATED TO PAY REGULUS, IN LIEU OF THE ROYALTIES SET
FORTH IN SECTION 12.7.3(A) OR SECTION 12.7.3(B), A [***] WITH RESPECT TO
LICENSED PRODUCTS RESULTING FROM THE TERMINATED PROGRAM(S) FOR WHICH GSK
ACQUIRES AN EXCLUSIVE LICENSE PURSUANT TO THE PROVISIONS OF THIS
SECTION 12.7.3.
NOTWITHSTANDING ANY OTHER PROVISION UNDER THIS AGREEMENT OR THE
SIDE AGREEMENT, OR ANY OF THE JV AGREEMENTS, OR ANY INTERPRETATION OF ANY ONE OR
ANY COMBINATION OF THE ABOVE TO THE CONTRARY, NO MILESTONE PAYMENTS OR OTHER
FEES, COSTS, OTHER ROYALTIES OR PAYMENTS OF ANY KIND SHALL BE OWED TO REGULUS,
ITS
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AFFILIATES OR TO ANY OF REGULUS' PARENT COMPANIES, SUCCESSORS OR ASSIGNS ON
ACCOUNT OF THE EXCLUSIVE LICENSE ACQUIRED BY GSK AS DESCRIBED IN THIS
SECTION 12.7.3 AS CLARIFIED IN SECTION 12.7.7(D), AND THE PROVISIONS OF
ARTICLE 6 REGARDING MILESTONE AND ROYALTY PAYMENTS SHALL NOT APPLY, EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION 12.7.3(C).
(D)
DISPUTE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN THE EVENT THAT REGULUS DISPUTES THE ALLEGATION OF A REGULUS
DILIGENCE FAILURE EVENT IN GOOD FAITH AND PURSUES SUCH DISPUTE IN ACCORDANCE
WITH SECTION 13.1, UPON INITIATION OF THE ARBITRATION PROCESS AS DESCRIBED IN
SECTION 13.1, (I) THE CURE PERIOD SET FORTH IN SECTION 12.2.1 OR 12.2.2, AS
APPLICABLE, SHALL BE TOLLED UNTIL THE CONCLUSION OF THE ARBITRATION PROCESS AND,
IF SUCH CONCLUSION IS IN GSK'S FAVOR, SUCH CURE PERIOD SHALL BE EXTENDED AS SET
FORTH IN CLAUSE (A) BELOW, AND (II) GSK SHALL BE GRANTED THE LICENSES SET FORTH
IN SECTION 5.2.1 SOLELY FOR [***]; PROVIDED, HOWEVER, THAT (A) UPON THE
CONCLUSION OF THE ARBITRATION PROCESS IN GSK'S FAVOR, IF REGULUS FAILS TO COMPLY
WITH THE ARBITRATOR'S FINAL AWARD ON OR BEFORE THE END OF THE SIXTY (60) DAY
PERIOD FOLLOWING THE END OF THE INITIAL CURE PERIOD (AS TOLLED AS SET FORTH IN
CLAUSE (I) ABOVE), TERMINATION SHALL BECOME