Amended and Restated Licensed and
Collaboration Agreement, dated as of August 2, 2013, by and among the Licensors
and Regulus (collectively, the "Alnylam-Ionis License"). Pursuant to the
Alnylam-Ionis License, each of the Licensors licensed, both exclusively and
non-exclusively, to Regulus certain of its Licensed IP in the Field to Research
miRNA Mimics, to Develop and Manufacture miRNA Compounds and miRNA Therapeutics
and to Commercialize miRNA Therapeutics, with respect to each, in the Field
throughout the world (each as defined in the Alnylam-Ionis License). On February
4, 2014, Regulus entered into that certain Second Amended and Restated
Collaboration and License Agreement (the "Sanofi-Regulus License") with Sanofi,
a company organized under the laws of France, having a place of business at 54,
rue la Boétie, 75008, Paris, France, registered in
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the Paris Trade and Company Register under no. 395 030 844 ("Sanofi"), pursuant
to which, among other things, Regulus assumed responsibility for all activities
under each POC Program Plan (other than Sanofi Program Activities) through the
Achievement of Proof of Concept (each as defined in the Sanofi-Regulus License).
Regulus has now suspended the Mir-21 Fibrosis POC Program and has requested that
Sanofi amend, and Sanofi has agreed to amend, the Sanofi-Regulus License as it
pertains to the Mir-21 POC Programs, Mir-21 Compounds and Mir-21 Products, to
provide for, among other things: (a) Sanofi to take responsibility for the
obligations of Regulus under the Sanofi- Regulus License with respect to the
Mir-21 Fibrosis POC Program, Mir-21 Compounds and Mir-21 Products, including the
administration and expense of clinical trials related to the Mir-21 Fibrosis POC
Program (each as defined in the Sanofi-Regulus License); and (b) except as set
forth in Section 8 of this Letter Agreement, the license and sublicense granted
by Regulus to Sanofi with respect to Mir-21 Compounds and Mir-21 Products to be
royalty-free. As a condition to entering into the amended Sanofi-Regulus License
(once amended, the "Amended Sanofi-Regulus License"), Sanofi requests that
Regulus and each of the Licensors execute this letter agreement (this "Letter
Agreement") where indicated below, memorializing their agreement to the
following: Term. The provisions of this Letter Agreement shall be effective from
the date of this Letter Agreement written above. This Letter Agreement shall
terminate immediately upon (a) Sanofi providing each of the Licensors with an
Option Declination Notice as set forth in Section 0 hereof or (b) Sanofi and
each of the Licensors executing a New License Agreement as set forth in Section
0 hereof. No Consent Required to Sublicense. To the extent that the Licensors'
consent is required in order for Regulus to sublicense any of the rights granted
by Regulus to Sanofi in the Amended Sanofi- Regulus License, each Licensor
hereby acknowledges that Regulus may grant such sublicenses to Sanofi and hereby
approves the sublicensing of such rights to Sanofi. No Opt-In Right. Each
Licensor acknowledges that Regulus' decision to suspend the Mir-21 Fibrosis POC
Program and request that Sanofi amend the Sanofi-Regulus License to take
responsibility for Regulus' obligations under the Sanofi-Regulus