ANY PROGRAM OPTION BY GSK UNDER
THIS AGREEMENT REQUIRES A FILING WITH THE FEDERAL TRADE COMMISSION AND THE
DEPARTMENT OF JUSTICE, AS APPLICABLE, (COLLECTIVELY, THE "FTC") UNDER THE
HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976 (15 U.S.C. §18A) ("HSR"),
OR ANY SUCCESSOR THERETO OR UNDER ANY SIMILAR PREMERGER NOTIFICATION PROVISION
IN THE EU OR OTHER JURISDICTION, GSK SHALL MAKE SUCH FILING [***], AND THE
OPTION PERIOD APPLICABLE TO SUCH PROGRAM OPTION SHALL BE EXTENDED AUTOMATICALLY
FOR [***] FROM THE EXPIRATION OF THE ORIGINAL OPTION PERIOD (THE "OPTION PERIOD
EXTENSION") IN THE EVENT THAT: (A) THE HSR INITIAL WAITING PERIOD IS STILL
PENDING UPON EXPIRATION OF THE ORIGINAL OPTION PERIOD; OR (B) A "SECOND REQUEST"
THAT GSK INTENDS TO RESPOND TO IS RECEIVED FROM THE FTC IN CONNECTION WITH SUCH
FILING AND FINAL CLEARANCE HAS NOT BEEN GRANTED UPON EXPIRATION OF THE OPTION
PERIOD; PROVIDED, THAT IF THE HSR INITIAL WAITING PERIOD ENDS DURING THE
ORIGINAL OPTION PERIOD, SUCH OPTION PERIOD SHALL BE EXTENDED FOR NO MORE THAN AN
ADDITIONAL [***] FOLLOWING THE END OF SUCH HSR INITIAL WAITING PERIOD.
DURING
SUCH OPTION PERIOD EXTENSION, ALL RIGHTS AND
50
OBLIGATIONS OF THE RESPECTIVE PARTIES RELATED TO THE EXERCISE OF SUCH PROGRAM
OPTION OR TO MAKE ANY OTHERWISE REQUIRED PROGRAM OPTION EXERCISE FEE PAYMENT
SHALL BE TOLLED.
IN THE EVENT THAT HSR CLEARANCE HAS STILL NOT BEEN GRANTED
UPON EXPIRATION OF THE OPTION PERIOD EXTENSION, REGULUS AND GSK SHALL PROMPTLY
MEET TO DISCUSS IN GOOD FAITH WHETHER AN ADDITIONAL EXTENSION OF THE OPTION
PERIOD IS REASONABLE, WITH THE PRESUMPTION BEING THAT THE OPTION PERIOD SHALL BE
EXTENDED FOR NO MORE THAN AN ADDITIONAL [***] PERIOD, UNLESS THERE IS NO [***],
IN WHICH CASE NO SUCH EXTENSION SHALL BE GRANTED.
4.2.7
REFUSED CANDIDATES.
IF GSK DOES NOT EXERCISE ITS PROGRAM OPTION FOR
A PROGRAM WHEN TRIGGERED WITHIN THE APPLICABLE OPTION PERIOD, AS MAY BE EXTENDED
BY SECTION 4.2.6 OR BY THE MUTUAL WRITTEN AGREEMENT OF THE PARTIES, AND GSK HAS
NOT EXERCISED ITS PROGRAM OPTION EARLY PURSUANT TO SECTION 4.2.5, AND DOES NOT
EXERCISE ANY OF ITS TERMINATED PROGRAM OPTIONS UNDER SECTION 4.2.3, THEN SUCH
PROGRAM OPTION SHALL EXPIRE WITH RESPECT TO SUCH PROGRAM AND EXCEPT IF THE
EXPIRED PROGRAM OPTION IS A [***] OPTION (IN WHICH EVENT SECTION 4.2.2(A) SHALL
APPLY), AND THEN, EXCEPT IF GSK ACQUIRES EXCLUSIVE LICENSE RIGHTS TO THE
RELEVANT COLLABORATION COMPOUNDS UNDER THE APPLICABLE TERMINATION PROVISIONS OF
ARTICLE 12, ANY COLLABORATION COMPOUNDS RESULTING FROM SUCH PROGRAM SHALL BE
REFERRED TO AS "REFUSED CANDIDATES" AND ANY LICENSED PRODUCTS HAVING ANY SUCH
REFUSED CANDIDATE(S) AS AN ACTIVE PHARMACEUTICAL INGREDIENT(S) AS "REFUSED
CANDIDATE PRODUCTS" AND GSK SHALL NO LONGER HAVE ANY RIGHTS WITH RESPECT TO SUCH
REFUSED CANDIDATES AND REFUSED CANDIDATE PRODUCTS.
REGULUS WILL THEREAFTER HAVE
ALL RIGHTS AS SET FORTH IN SECTION 12.1.5(C), ITSELF OR WITH A THIRD PARTY OR
THROUGH A SUBLICENSEE AND WITHOUT REGARD TO ARTICLE 7 (EXCEPT TO THE EXTENT SET
FORTH IN SECTION 12.1.5(C)), TO DEVELOP, MANUFACTURE AND COMMERCIALIZE THE
REFUSED CANDIDATES AND ANY REFUSED CANDIDATE