WHICH REGULUS OBTAINS RIGHTS TO THE REFUSED CANDIDATE
PRODUCT OR RETURNED LICENSED PRODUCT WITH RESPECT TO A PROGRAM PURSUANT TO THIS
AGREEMENT, GSK SHALL PROVIDE TO REGULUS A WRITTEN NOTICE [***].
FOR PURPOSES OF
CLARITY, THE REVERSE ROYALTIES PAYABLE UNDER SECTION 6.7.1(II)(D) ABOVE SHALL
NOT BE SUBJECT TO THE FOREGOING LIMITATION.
6.8
FUNDAMENTAL AND PROGRAM SPECIFIC
INTELLECTUAL PROPERTY.
6.8.1
FUNDAMENTAL IP. REGULUS WILL BE SOLELY RESPONSIBLE FOR PAYING ITS
TOTAL LICENSE PASS-THROUGH COSTS FOR ANY REGULUS TECHNOLOGY (A) OWNED BY REGULUS
OR ITS AFFILIATES OR ANY OF THE PARENT COMPANIES AS OF THE EFFECTIVE DATE,
(B) INVENTED BY ANY OF THE PARENT COMPANIES DURING THE AGREEMENT TERM, OR
(C) [***] AS OF THE EFFECTIVE DATE OR DURING THE AGREEMENT TERM AS [***] FOR THE
USE OR EXPLOITATION OF MIRNA ANTAGONIST TECHNOLOGY GENERALLY AS CONTEMPLATED
UNDER THE PROGRAM(S) DURING THE COLLABORATION TERM, AND WHICH IS NOT [***]
HEREUNDER (THE FOREGOING CLAUSES (A), (B) AND (C), COLLECTIVELY, THE
"FUNDAMENTAL IP").
69
6.8.2
PROGRAM-SPECIFIC TECHNOLOGY.
THE PARTIES SHALL [***] ALL [***]
INCURRED AFTER THE EFFECTIVE DATE AND INCLUDED WITHIN [***] FOR ANY [***] AS OF
THE EFFECTIVE DATE OR DURING THE AGREEMENT TERM TO THE EXTENT SUCH [***]
(A) PERTAINS [***], OR (B) RELATES TO [***] (CLAUSES (A) AND (B), COLLECTIVELY,
THE "PROGRAM-SPECIFIC TECHNOLOGY"; PROVIDED, HOWEVER, THAT ANY OF THE SAME UNDER
CLAUSES (A) OR
(B) WOULD INSTEAD BE FUNDAMENTAL IP IF THE TERMS AND CONDITIONS
OF SECTION 6.8.1 ARE MET FOR ANY SUCH INTELLECTUAL PROPERTY), WHICH GSK AGREES
(SUCH AGREEMENT NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED) IS
[***] UNDER A PROGRAM HEREUNDER.
BY WAY OF ILLUSTRATION BUT NOT LIMITATION, THE
PARTIES AGREE THAT THE [***] CONTROLLED BY REGULUS AS OF THE EFFECTIVE DATE
(WHICH PATENT RIGHTS ARE SET FORTH ON [***]) WILL BE DEEMED PROGRAM-SPECIFIC
TECHNOLOGY.
ANY [***] DESCRIBED HEREIN WHICH APPLY TO A PROGRAM(S) AS WELL AS
OTHER ACTIVITIES SHALL BE REASONABLY ALLOCATED TO THE RELEVANT PROGRAM.
NOTWITHSTANDING THE FOREGOING, REGULUS WILL BE [***] FOR PAYING ALL [***] OWED
TO THE RELEVANT THIRD PARTY LICENSORS PURSUANT TO THE [***].
GSK [***] OF SUCH
AMOUNTS WITHIN [***] DAYS AFTER GSK'S [***] FROM REGULUS THEREFOR.
6.8.3
REDUCTION BY GSK FOR THIRD PARTY LICENSES. IF GSK REASONABLY
DETERMINES THAT IT NEEDS TO OBTAIN ONE OR MORE LICENSES FROM ONE OR MORE THIRD
PARTIES (OTHER THAN ANY LICENSE DESCRIBED IN THE PARAGRAPHS IN THIS SECTION 6.8
ABOVE) TO DEVELOP, MANUFACTURE OR COMMERCIALIZE ANY OPTION COMPOUND OR RELATED
LICENSED PRODUCT, GSK MAY OBTAIN SUCH LICENSE [***] (A) [***] OF SUCH LICENSE
REASONABLY IN ADVANCE OF ENTERING INTO SUCH LICENSE, TO ENABLE [***] ON SUCH
LICENSE TERMS, AND (B) CONSIDERING IN GOOD FAITH [***] WITH RESPECT THERETO.
GSK MAY THEN OBTAIN SUCH LICENSE, WHICH SHALL BE DEEMED INCLUDED IN GSK
TECHNOLOGY HEREUNDER, AND MAY OFFSET [***] OF GSK'S THIRD PARTY LICENSE
PASS-THROUGH COSTS ASSOCIATED WITH ACQUIRING SUCH THIRD PARTY LICENSE(S) AGAINST
ANY [***] DUE TO REGULUS; PROVIDED, THAT IN NO EVENT WILL REGULUS RECEIVE, WITH
RESPECT TO ANY CALENDAR QUARTER, LESS THAN [***].
GSK