THIS AGREEMENT AND SOLELY AS AND TO THE EXTENT REQUIRED (X) BY LAW, COURT
ORDER OR AN EXISTING EXPRESSLY STATED CONTRACTUAL REQUIREMENT OF A LICENSOR TO
REGULUS PATENTS, OR (Y) FOR SUCH FOUNDING COMPANY TO PERFORM ITS RIGHTS OR
OBLIGATIONS IN CONNECTION WITH THIS AGREEMENT.
7.3
PRESS RELEASE; DISCLOSURE OF AGREEMENT.
ON OR PROMPTLY AFTER THE
EFFECTIVE DATE, THE PARTIES SHALL INDIVIDUALLY OR JOINTLY ISSUE A PUBLIC
ANNOUNCEMENT OF THE EXECUTION OF THIS AGREEMENT IN FORM AND SUBSTANCE
SUBSTANTIALLY AS SET FORTH ON EXHIBIT D.
EXCEPT TO THE EXTENT REQUIRED TO
COMPLY WITH APPLICABLE LAW, REGULATION, RULE OR LEGAL PROCESS OR AS OTHERWISE
PERMITTED IN ACCORDANCE WITH THIS SECTION 7.3, NEITHER PARTY NOR SUCH PARTY'S
AFFILIATES OR FOUNDING COMPANIES SHALL MAKE ANY PUBLIC ANNOUNCEMENTS, PRESS
RELEASES OR OTHER PUBLIC DISCLOSURES CONCERNING THIS AGREEMENT OR THE TERMS OR
THE SUBJECT MATTER HEREOF OR THEREOF, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER, WHICH SHALL NOT BE UNREASONABLY WITHHELD.
NOTWITHSTANDING THE FOREGOING,
(A) GSK AND ITS AFFILIATES MAY MAKE DISCLOSURES PERTAINING
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SOLELY TO SPC-3649, PROVIDED, HOWEVER, THAT GSK WILL IMMEDIATELY NOTIFY (AND
PROVIDE AS MUCH ADVANCE NOTICE AS POSSIBLE TO) REGULUS OF ANY EVENT MATERIALLY
RELATED TO SPC-3649 (INCLUDING ANY REGULATORY APPROVAL) SO THAT THE PARTIES MAY
ANALYZE THE NEED FOR OR DESIRABILITY OF PUBLICLY DISCLOSING OR REPORTING SUCH
EVENT; PROVIDED ANY PRESS RELEASE OR OTHER SIMILAR PUBLIC COMMUNICATION BY GSK
RELATED TO EFFICACY OR SAFETY DATA AND/OR RESULTS OF SPC-3649 WILL BE SUBMITTED
TO REGULUS FOR REVIEW AT LEAST FIVE (5) BUSINESS DAYS (TO THE EXTENT PERMITTED
BY LAW) IN ADVANCE OF SUCH PROPOSED PUBLIC DISCLOSURE, REGULUS SHALL HAVE THE
RIGHT TO EXPEDITIOUSLY REVIEW AND RECOMMEND CHANGES TO SUCH COMMUNICATION AND
THE PARTY WHOSE COMMUNICATION HAS BEEN REVIEWED SHALL IN GOOD FAITH CONSIDER ANY
CHANGES THAT ARE TIMELY RECOMMENDED BY THE REVIEWING PARTIES AND (B) TO THE
EXTENT INFORMATION REGARDING THIS AGREEMENT HAS ALREADY BEEN PUBLICLY DISCLOSED,
EITHER PARTY (OR ITS AFFILIATES OR THE FOUNDING COMPANIES) MAY SUBSEQUENTLY
DISCLOSE THE SAME INFORMATION TO THE PUBLIC WITHOUT THE CONSENT OF THE OTHER
PARTY.
IN ADDITION, GSK UNDERSTANDS THAT REGULUS IS A PRIVATE COMPANY, AND THAT
REGULUS MAY DISCLOSE THE FINANCIAL TERMS OF THIS AGREEMENT TO POTENTIAL,
INVESTORS AND INVESTMENT BANKERS, IN EACH CASE, UNDER CONFIDENTIALITY PROVISIONS
SIMILAR TO AND NO LESS RESTRICTIVE THAN THOSE OF THIS AGREEMENT.
EACH PARTY
SHALL GIVE THE OTHER PARTY A REASONABLE OPPORTUNITY (TO THE EXTENT CONSISTENT
WITH LAW) TO REVIEW ALL MATERIAL FILINGS WITH THE SEC DESCRIBING THE TERMS OF
THIS AGREEMENT PRIOR TO SUBMISSION OF SUCH FILINGS, AND SHALL GIVE DUE
CONSIDERATION TO ANY REASONABLE COMMENTS BY THE NON-FILING PARTY RELATING TO
SUCH FILING, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF THIS AGREEMENT FOR
WHICH CONFIDENTIAL TREATMENT SHOULD BE SOUGHT.
7.4
REMEDIES.
NOTWITHSTANDING SECTION 11.1, EACH PARTY SHALL BE
ENTITLED TO SEEK, IN ADDITION TO ANY OTHER RIGHT OR REMEDY IT MAY HAVE, AT LAW
OR IN EQUITY, A TEMPORARY INJUNCTION, WITHOUT THE POSTING OF ANY BOND OR OTHER
SECURITY, ENJOINING OR RESTRAINING THE OTHER