THE REVERSE ROYALTY TO GSK AS SET FORTH IN
SECTION 12.7.1, 12.7.2, 12.7.4 OR 12.7.7, AS APPLICABLE, AND (C) SUBJECT TO
SECTION 12.7.4(B), AN EXCLUSIVE LICENSE IN THE RELEVANT COUNTRY(IES) OF THE
TERRITORY, AS APPLICABLE, UNDER THE GSK TECHNOLOGY WHICH WAS USED IN CONNECTION
WITH THE PROGRAM OR IN CONNECTION WITH THE OPTION COMPOUNDS OR LICENSED PRODUCTS
RESULTING FROM THE PROGRAM, IF ANY (UNLESS THE PARTIES HAVE MUTUALLY AGREED TO
EXCLUDE IT), AND ANY GSK TECHNOLOGY COVERING A [***] WITH RESPECT TO A SPECIFIC
COLLABORATION TARGET THAT IS THE SUBJECT OF SUCH PROGRAM, AND GSK'S RIGHTS TO
THE COLLABORATION TECHNOLOGY, SOLELY TO THE EXTENT NECESSARY TO DEVELOP,
MANUFACTURE AND COMMERCIALIZE ALL RETURNED LICENSED PRODUCTS IN THE FIELD IN THE
TERRITORY.
THE LICENSE GRANTED UNDER THIS SECTION 5.1.3 SHALL BE [***] BY
REGULUS (IN ACCORDANCE WITH SECTION [***]), ITS AFFILIATES AND SUBLICENSEES IN
CONNECTION WITH THE FURTHER DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF
SUCH RETURNED LICENSED PRODUCTS.
FOR CLARITY, THIS PROVISION SHALL NOT APPLY TO
ANY SCENARIO WHEREIN, AS THE RESULT OF TERMINATION OF A PROGRAM UNDER THE
APPLICABLE PROVISIONS OF ARTICLE 12, GSK OBTAINS EXCLUSIVE LICENSE RIGHTS TO THE
RELEVANT COLLABORATION COMPOUNDS OF A PROGRAM.
5.1.4
SUBLICENSE RIGHTS.
AS SET FORTH IN SECTIONS 5[***] SUBJECT TO
SECTION 12.7.4(B), REGULUS SHALL HAVE THE RIGHT TO GRANT CERTAIN SUBLICENSES;
PROVIDED, THAT, EACH SUCH SUBLICENSE SHALL BE SUBJECT AND SUBORDINATE TO, AND
CONSISTENT WITH, THE APPLICABLE TERMS AND CONDITIONS OF THIS AGREEMENT.
REGULUS
SHALL PROVIDE GSK WITH A COPY OF ANY SUBLICENSE GRANTED PURSUANT TO SECTIONS
5.1.2 OR 5.1.3 WITHIN THIRTY (30) DAYS 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
FOR AGREEMENTS ENTERED INTO BY REGULUS AFTER THE EFFECTIVE DATE, [***],
REGULUS
WILL [***] OBTAIN THE CONSENT TO DISCLOSE RELEVANT MATERIAL FINANCIAL TERMS AND
MATERIAL NON-TECHNICAL INFORMATION TO THE EXTENT REQUIRED BY GSK.
GSK MAY SHARE
SUCH COPY OR INFORMATION WITH ITS AFFILIATES AND RELEVANT THIRD PARTY LICENSORS
UNDER OBLIGATIONS OF CONFIDENTIALITY WHICH ARE NO LESS STRICT THAN THE
CONFIDENTIALITY OBLIGATIONS IMPOSED UPON GSK HEREUNDER.
REGULUS WILL REMAIN
RESPONSIBLE FOR THE PERFORMANCE OF ITS
56
AFFILIATES AND SUBLICENSEES, AND WILL ENSURE THAT ALL SUCH AFFILIATES AND
SUBLICENSEES COMPLY WITH THE RELEVANT PROVISIONS OF THIS AGREEMENT.
5.1.5
RETAINED RIGHTS.
ALL RIGHTS IN AND TO GSK TECHNOLOGY AND GSK'S
RIGHTS IN COLLABORATION TECHNOLOGY NOT EXPRESSLY LICENSED TO REGULUS HEREUNDER,
AND ANY OTHER PATENT RIGHTS OR KNOW-HOW OF GSK OR ITS AFFILIATES, ARE HEREBY
RETAINED BY GSK OR SUCH AFFILIATE.
5.2
LICENSE GRANTS TO GSK.
5.2.1
DEVELOPMENT AND COMMERCIALIZATION LICENSE. ON A PROGRAM-BY-PROGRAM
BASIS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING WITHOUT
LIMITATION SECTION 12.7.3(D)) AND THE THIRD PARTY AND PARENT-ORIGINATED RIGHTS
AND OBLIGATIONS, SOLELY UPON GSK'S EXERCISE OF ANY OF ITS PROGRAM OPTIONS IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE 4 OR BY OPERATION OF THE APPLICABLE
TERMINATION PROVISIONS OF ARTICLE 12 WHEREIN THE EFFECT OF SUCH TERMINATION IS
THE GRANT OF