TO DO SO, THE CONTROLLING PARTY WILL PROVIDE THE NON-CONTROLLING PARTY A SUMMARY
OF ALL MATERIAL RESTRICTIONS ON THE 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