AFTER THE EXECUTION THEREOF. SUCH
COPY MAY BE REDACTED TO EXCLUDE CONFIDENTIAL SCIENTIFIC INFORMATION AND OTHER
INFORMATION REQUIRED BY A SUBLICENSEE TO BE KEPT CONFIDENTIAL; PROVIDED THAT ALL
RELEVANT FINANCIAL TERMS AND INFORMATION WILL BE RETAINED. REGULUS OR THE OPT-IN
PARTY, AS APPLICABLE, WILL REMAIN RESPONSIBLE FOR THE PERFORMANCE OF ITS
AFFILIATES AND SUBLICENSEES, AND WILL ENSURE THAT ALL SUCH
5
AFFILIATES AND SUBLICENSEES COMPLY WITH THE RELEVANT PROVISIONS OF THIS
AGREEMENT. IN THE EVENT OF A MATERIAL DEFAULT BY ANY OF ITS AFFILIATES OR
SUBLICENSEES UNDER A SUBLICENSE AGREEMENT, REGULUS OR THE OPT-IN PARTY, AS
APPLICABLE, WILL INFORM THE OTHER PARTIES AND WILL TAKE SUCH ACTION, AFTER
CONSULTATION WITH SUCH OTHER PARTIES, WHICH, IN REGULUS' OR THE OPT-IN PARTY'S
(AS APPLICABLE) REASONABLE BUSINESS JUDGMENT, WILL ADDRESS SUCH DEFAULT.
3.
TECHNOLOGY TRANSFER
3.1
TECHNOLOGY TRANSFER TO REGULUS. AT EACH MEETING OF THE
COLLABORATION WORKING GROUP THE REPRESENTATIVES WILL DISCUSS NEW KNOW-HOW AND
PATENT RIGHTS OF ISIS AND ALNYLAM THAT ARE INCLUDED IN SUCH LICENSOR'S LICENSED
PATENTS AND LICENSED KNOW-HOW HEREUNDER AT THE LEVEL OF DETAIL NECESSARY TO
ENABLE REGULUS TO EFFECTIVELY PRACTICE SUCH PATENT RIGHTS AND KNOW-HOW.
3.2
TECHNOLOGY TRANSFER FROM REGULUS; IDENTIFICATION AND IMPROVEMENTS.
AT EACH COLLABORATION WORKING GROUP MEETING REGULUS WILL PRESENT A DESCRIPTION
OF ALL REGULUS IP DEVELOPED BY IT OR ON ITS BEHALF, OR OVER WHICH REGULUS
OTHERWISE ACQUIRED CONTROL, SINCE THE LAST MEETING. THE DESCRIPTION WILL BE AT A
LEVEL OF DETAIL NECESSARY TO ENABLE ISIS, ALNYLAM OR BOTH, AS APPROPRIATE, TO
EFFECTIVELY PRACTICE SUCH REGULUS IP IN ACCORDANCE WITH THEIR RESPECTIVE
LICENSES UNDER SECTION 2.3.
4.
DILIGENCE
4.1
GENERAL DILIGENCE. EXCEPT TO THE EXTENT A LICENSOR RECEIVES A
LICENSE FROM REGULUS PURSUANT TO THIS AGREEMENT TO DEVELOP, MANUFACTURE AND
COMMERCIALIZE MIRNA THERAPEUTICS, REGULUS WILL USE COMMERCIALLY REASONABLE
EFFORTS TO DEVELOP, AND COMMERCIALIZE MIRNA COMPOUNDS AND MIRNA THERAPEUTICS IN
THE FIELD.
4.2
COMPLIANCE WITH LAWS. EACH PARTY WILL, AND WILL ENSURE THAT ITS
AFFILIATES AND SUBLICENSEES WILL, COMPLY WITH ALL RELEVANT LAWS IN EXERCISING
THEIR RIGHTS AND FULFILLING THEIR OBLIGATIONS UNDER THIS AGREEMENT.
4.3
REPORTING. BY JANUARY 31ST OF EACH YEAR, REGULUS WILL PREPARE AND
FURNISH EACH LICENSOR WITH A WRITTEN REPORT SUMMARIZING REGULUS' ACTIVITIES
CONDUCTED DURING THE PRIOR CALENDAR YEAR TO DEVELOP, MANUFACTURE AND
COMMERCIALIZE MIRNA THERAPEUTICS IN THE FIELD AND IDENTIFYING THE RESULTS
OBTAINED OR BENCHMARKS ACHIEVED SINCE THE LAST REPORT TO THE LICENSORS.
4.4
DESIGNATION OF RESEARCH PROGRAMS AND DEVELOPMENT PROJECTS.
REGULUS' OFFICERS WILL BE RESPONSIBLE FOR REVIEWING THE RESULTS OF RESEARCH AND
DEVELOPMENT ACTIVITIES UNDER THE OPERATING PLAN AND DESIGNATING (SUBJECT TO THE
APPROVAL OF THE MANAGING BOARD) FROM TIME TO TIME RESEARCH PROGRAMS AND
DEVELOPMENT PROJECTS. A "RESEARCH PROGRAM" WILL BEGIN UPON THE COMMENCEMENT OF
DISCOVERY OR CHARACTERIZATION ACTIVITIES FOCUSED ON ONE OR MORE SPECIFIC
MIRNA(S) AFTER PRELIMINARY VALIDATION OF THE BIOLOGICAL FUNCTION OF SUCH
MIRNA(S) HAS BEEN IDENTIFIED (I.E., COMPOUND DISCOVERY, NOT TARGET VALIDATION)
AND WILL INCLUDE ALL ACTIVITIES WITH RESPECT TO THE DEVELOPMENT, MANUFACTURING
AND COMMERCIALIZATION OF MIRNA COMPOUNDS AND MIRNA THERAPEUTICS DIRECTED TO SUCH
MIRNA(S). A