OPTIONAL IN-LICENSE DESCRIPTION IS
PROVIDED TO THE OTHER LICENSOR.
(C)
EACH LICENSOR FURTHER WARRANTS TO EACH OTHER PARTY THAT SUCH
LICENSOR HAS SET FORTH ON SCHEDULE 2.2(A), IN GOOD FAITH AND HAVING USED
REASONABLE AND DILIGENT EFFORTS TO IDENTIFY, ALL PATENT RIGHTS CONTROLLED BY
SUCH LICENSOR ON THE EFFECTIVE DATE THAT (1) ARE REASONABLY NECESSARY OR USEFUL
TO THE RESEARCH, DEVELOPMENT AND COMMERCIALIZATION OF MIRNA COMPOUNDS OR MIRNA
THERAPEUTICS AS CONTEMPLATED BY THE CURRENT OPERATING PLAN AND (2) CLAIM
(A) MIRNA COMPOUNDS OR MIRNA THERAPEUTICS IN GENERAL, (B) SPECIFIC MIRNA
COMPOUNDS OR MIRNA THERAPEUTICS, (C) CHEMISTRY OR DELIVERY OF MIRNA COMPOUNDS OR
22
MIRNA THERAPEUTICS, (D) MECHANISM(S) OF ACTION BY WHICH A MIRNA ANTAGONIST
DIRECTLY PREVENTS THE PRODUCTION OF THE SPECIFIC MIRNA, OR (E) METHODS OF
TREATING AN INDICATION BY MODULATING ONE OR MORE MIRNAS; EXCEPT, IN EACH CASE
FOR MANUFACTURING TECHNOLOGY (INCLUDING BUT NOT LIMITED TO ANALYTICAL METHODS).
IN THE EVENT A LICENSOR IS IN BREACH OF THIS WARRANTY, THE PARTIES WILL WORK IN
GOOD FAITH TO AMEND SCHEDULE 2.2(A) SUCH THAT THE PATENT RIGHT THAT IS THE
SUBJECT OF THE BREACH IS INCLUDING AS A LICENSED PATENT RIGHT UNDER THIS
AGREEMENT.
13.3
DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
SECTION 13, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT,
OR VALIDITY OF PATENT CLAIMS, WHETHER ISSUED OR PENDING.
14.
LIMITATION OF LIABILITY
14.1
UNLESS RESULTING FROM A PARTY'S WILLFUL MISCONDUCT OR FROM A
PARTY'S WILLFUL BREACH OF SECTION 10, NO PARTY HERETO WILL BE LIABLE TO ANY
OTHER PARTY OR ITS AFFILIATES FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR
THE EXERCISE OF ITS RIGHTS HEREUNDER, OR FOR LOSS OF PROFITS, LOSS OF DATA, LOSS
OF REVENUE, OR LOSS OF USE DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF
THIS AGREEMENT WHETHER BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT
LIABILITY OR OTHERWISE, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTHING IN
THIS SECTION 14 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR
OBLIGATIONS OF ANY PARTY UNDER THIS AGREEMENT.
15.
TERMINATION
15.1
TERM. THIS AGREEMENT WILL BECOME EFFECTIVE AS OF THE EFFECTIVE
DATE, AND WILL REMAIN IN EFFECT UNTIL THE EARLIER OF (A) THE TERMINATION OF THIS
AGREEMENT IN ACCORDANCE WITH SECTION 15.2, (B) THE CESSATION OF ALL DEVELOPMENT
OF POTENTIAL ROYALTY-BEARING PRODUCTS PRIOR TO THE FIRST COMMERCIAL SALE OF A
ROYALTY-BEARING PRODUCT ANYWHERE IN THE WORLD, OR (C) FOLLOWING THE FIRST
COMMERCIAL SALE OF A ROYALTY-BEARING PRODUCT ANYWHERE IN THE WORLD, THE
EXPIRATION OF THE ROYALTY TERMS FOR ROYALTY-BEARING PRODUCTS ON A
COUNTRY-BY-COUNTRY AND A ROYALTY-BEARING PRODUCT-BY-ROYALTY-BEARING PRODUCT
BASIS.
15.2
TERMINATION FOR BREACH.
(A)
IF REGULUS BREACHES ANY MATERIAL PROVISION OF THIS AGREEMENT
(INCLUDING ANY REPRESENTATION OR WARRANTY), AND FAILS TO REMEDY SUCH BREACH
WITHIN SIXTY (60) DAYS AFTER WRITTEN NOTICE FROM THE LICENSORS, ACTING JOINTLY,
THEN THE LICENSORS,