SCOPE OF THE LICENSES GRANTED, AND ALL MATERIAL PAYMENT
OBLIGATIONS OWED, UNDER ANY THIRD PARTY AGREEMENT APPLICABLE TO SUCH ADDITIONAL
RIGHTS AND THE NON-CONTROLLING PARTY MAY, UPON WRITTEN NOTICE TO THE CONTROLLING
PARTY, OBTAIN A LICENSE UNDER SUCH ADDITIONAL RIGHTS AND WILL ASSUME ALL
FINANCIAL AND OTHER OBLIGATIONS TO, AND BE SUBJECT TO ALL RESTRICTIONS IMPOSED
BY, THE CONTROLLING PARTY'S LICENSORS OR COLLABORATORS, IF ANY, ARISING FROM THE
GRANT TO SUCH NON-CONTROLLING PARTY OF SUCH LICENSE (INCLUDING, TO THE EXTENT
ACCESS TO SUCH TERMS HAVE BEEN MADE AVAILABLE TO SUCH NON-CONTROLLING PARTY IN
UNREDACTED FORM (PROVIDED, HOWEVER, THAT SUCH NON-CONTROLLING PARTY HAS NOT
FAILED TO REQUEST SUCH ACCESS IN ACCORDANCE WITH SECTION 2.4(E)), ALL OTHER
TERMS OF SUCH THIRD PARTY AGREEMENTS APPLICABLE TO THE LICENSES GRANTED TO SUCH
NON-CONTROLLING PARTY HEREUNDER).
NOTWITHSTANDING THE FOREGOING, ANY ADDITIONAL
RIGHTS THAT DO NOT CARRY FINANCIAL OR OTHER OBLIGATIONS OR RESTRICTIONS WILL BE
AUTOMATICALLY INCLUDED UNDER THE LICENSES GRANTED PURSUANT TO SECTION 2.2, 2.3
OR 5.6.
IF THE CONTROLLING PARTY PAYS ANY UPFRONT PAYMENTS OR SIMILAR
ACQUISITION COSTS TO ACCESS ADDITIONAL RIGHTS, THE CONTROLLING PARTY AND
RELEVANT NON-CONTROLLING PARTY(IES) WILL NEGOTIATE IN GOOD FAITH REGARDING
SHARING SUCH ACQUISITION COSTS AND PAYMENTS.
WHEN ACQUIRING OR CREATING SUCH
ADDITIONAL RIGHTS PURSUANT TO ANY AGREEMENT ENTERED INTO AFTER THE EFFECTIVE
DATE, EACH PARTY WILL ENDEAVOR IN GOOD FAITH TO SECURE THE RIGHT TO SUBLICENSE
SUCH ADDITIONAL RIGHTS TO THE OTHER PARTIES.
(E)
APPLICABLE AGREEMENTS.
EACH PARTY AGREES TO PROVIDE, UPON THE
REQUEST OF A PARTY, ACCESS TO EACH THIRD PARTY AGREEMENT THAT IS THE SUBJECT OF
ANY PROVISION OF THIS SECTION 2.4; PROVIDED, HOWEVER, THAT THE PARTIES AGREE AND
ACKNOWLEDGE THAT (I) THE THIRD PARTY AGREEMENTS SO PROVIDED MAY, TO THE EXTENT
NECESSARY TO PROTECT CONFIDENTIAL INFORMATION OF THE RELEVANT THIRD PARTY OR
FINANCIAL INFORMATION OF THE RELEVANT PARTY, BE REDACTED, AND (II) IF SO
REDACTED, THE PARTY ASSUMING ANY OBLIGATIONS OR ACCEPTING ANY LIMITATIONS UNDER
A THIRD PARTY AGREEMENT PURSUANT TO THIS SECTION 2.4, WILL ONLY BE LIABLE TO THE
EXTENT ACCESS TO SUCH TERMS HAVE BEEN MADE AVAILABLE TO SUCH LICENSED PARTY IN
UNREDACTED FORM.
2.5
SUBLICENSES.
(A)
SUBJECT TO THIRD PARTY RIGHTS, REGULUS WILL HAVE THE RIGHT TO GRANT TO
ITS AFFILIATES AND THIRD PARTIES SUBLICENSES UNDER THE LICENSES GRANTED IN
SECTIONS 2.2(A) AND (B).
(B)
SUBJECT TO THIRD PARTY RIGHTS, THE OPT-IN PARTY WILL HAVE THE RIGHT TO
GRANT TO ITS AFFILIATES AND THIRD PARTIES SUBLICENSES UNDER THE RIGHTS GRANTED
TO SUCH LICENSOR IN SECTION 5.6(A).
(C)
EACH SUCH SUBLICENSE WILL BE SUBJECT AND SUBORDINATE TO, AND
CONSISTENT WITH, THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND WILL PROVIDE
THAT ANY SUCH AFFILIATE AND SUBLICENSEE WILL NOT FURTHER SUBLICENSE EXCEPT ON
TERMS CONSISTENT WITH THIS SECTION 2.5.
REGULUS OR THE OPT-IN PARTY, AS
APPLICABLE, WILL PROVIDE THE OTHER PARTIES WITH A COPY OF ANY SUBLICENSE GRANTED
PURSUANT TO THIS SECTION 2.5 WITHIN 30 DAYS AFTER THE EXECUTION THEREOF.
SUCH
COPY MAY BE REDACTED TO EXCLUDE CONFIDENTIAL SCIENTIFIC INFORMATION AND OTHER
INFORMATION
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