WITH RESPECT TO A PROGRAM THAT IS DIRECTED
TO A PARTICULAR COLLABORATION TARGET IF SUCH PROGRAM ACTUALLY EXISTS AT THE
POINT THAT THE RELEVANT DETERMINATION IS MADE UNDER ARTICLE 12, OR WITH RESPECT
TO ALL COLLABORATION COMPOUNDS AND LICENSED PRODUCTS DIRECTED AGAINST A
PARTICULAR COLLABORATION TARGET, IF THE PROGRAM FOR SUCH COLLABORATION TARGET
HAS NOT YET COMMENCED OR IF GSK HAS ALREADY EXERCISED ITS PROGRAM OPTION FOR
SUCH PROGRAM AT THE POINT THAT THE RELEVANT DETERMINATION IS MADE UNDER
ARTICLE 12.
(C)
THE PROVISIONS OF SECTIONS 4.2.3, 4.2.7 AND 4.3.2 (SOLELY WITH
RESPECT TO THE EFFECTS OF TERMINATION SET FORTH THEREIN IN CONNECTION WITH
ARTICLE 12), ARTICLES 5 AND 6 (IN EACH CASE IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE 12 OR TO THE EXTENT ANY PAYMENT PAYABLE HEREUNDER IS OWED TO A PARTY BUT
UNPAID AS OF THE EFFECTIVE DATE OF TERMINATION), SECTIONS 6.9.3 AND 6.10,
ARTICLE 8 (WITH RESPECT TO (I) JOINTLY-OWNED COLLABORATION TECHNOLOGY AND
(II) ANY KNOW-HOW OR PATENT RIGHTS CONTROLLED BY ONE PARTY BUT FOR WHICH
LICENSES GRANTED TO THE OTHER PARTY SURVIVE TERMINATION OR EXPIRATION OF THIS
AGREEMENT), AND ARTICLES 9, 11, 12, AND 13 SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT FOR ANY REASON, IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS AND CONDITIONS, AND FOR THE DURATION STATED, AND WHERE NO DURATION IS
STATED, SHALL SURVIVE INDEFINITELY.
ARTICLE 13
MISCELLANEOUS
13.1
DISPUTE RESOLUTION BY BINDING ARBITRATION.
ANY CONTROVERSY OR CLAIM
ARISING OUT OF OR UNDER THIS AGREEMENT, OR THE BREACH THEREOF, WHICH IS NOT
SETTLED UNDER THE PROCEDURES SET FORTH IN THE APPROPRIATE PROVISIONS OF
ARTICLE 2 OR ARTICLE 3 AND WHICH IS NOT SUBJECT TO THE FINAL DECISION-MAKING
AUTHORITY OF A PARTY UNDER THE PROVISIONS OF ARTICLE 2 OR ARTICLE 3, SHALL BE
FINALLY RESOLVED BY BINDING ARBITRATION, HELD IN NEW YORK CITY, NEW YORK, AND
ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL
ARBITRATION RULES.
JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE
ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
THE PARTIES SHALL MAKE
REASONABLE EFFORTS TO APPOINT THREE (3) ARBITRATORS, WHO ARE EACH MUTUALLY
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ACCEPTABLE TO GSK AND REGULUS, WITHIN [***] DAYS OF THE INITIATION OF THE
ARBITRATION; IN THE EVENT THEY ARE UNSUCCESSFUL AND DO NOT AGREE TO EXTEND THE
TIME PERIOD, THEN THE ARBITRATORS SHALL BE APPOINTED IN ACCORDANCE WITH THE
RULES.
THE PARTIES SHALL SHARE THE EXPENSES FOR THE ARBITRATORS, BUT SHALL
OTHERWISE BE RESPONSIBLE FOR THEIR OWN FEES IN RELATION TO SUCH ARBITRATION.
UNTIL SUCH TIME AS ARBITRATORS ARE APPOINTED, THE PARTIES MAY SEEK JUDICIAL
RELIEF FOR INTERIM MEASURES, SUCH AS INJUNCTIVE RELIEF, IN ANY COURT HAVING
COMPETENT JURISDICTION.
FOR CLARITY, THE PARTIES UNDERSTAND AND AGREE THAT
BINDING ARBITRATION PURSUANT TO THIS SECTION 13.1 SHALL NOT APPLY TO ALTER OR
MODIFY THE INDEMNITY OBLIGATIONS OF THE RESPECTIVE PARTIES UNDER ARTICLE 11, BUT
ARBITRATION MAY BE SOUGHT TO INTERPRET SUCH OBLIGATIONS.
FOR CLARITY, THE
ARBITRATORS SHALL NOT HAVE AUTHORITY OR DISCRETION TO DECIDE ANY MATTER OTHER
THAN THE MATTER FOR DECISION BEFORE