which is an original, and all of which together are
one instrument. Interpretation. Unless a context otherwise requires, wherever
used, (i) the singular shall include the plural, the plural the singular; (ii)
the use of any gender shall be applicable to all genders; (iii) the word "or" is
used in the inclusive sense (and/or); and (iv) the word "including" is used
without limitation and shall mean "including without limitation." Headings. All
headings are for convenience only and do not affect the meaning of any provision
of this Letter Agreement. [Remainder of this page intentionally left blank]
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Please sign and return a copy of this Letter Agreement to us to acknowledge our
mutual agreement on this matter. Thank you for all of your assistance.
Sincerely, SANOFI Name: Title: ACKNOWLEDGED AND AGREED: REGULUS THERAPEUTICS
INC. Name: Title: ALNYLAM PHARMACEUTICALS, INC. Name: Title: IONIS
PHARMACEUTICALS, INC. Name: Title:
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EXHIBIT D-2 Form of Stand-by License Agreement STANDBY LETTER AGREEMENT This
Letter Agreement (this "Letter Agreement") is entered into as of [__], 2018 (the
"Letter Agreement Effective Date") by and among [____________________] a
[_____________________], with a principal place of business at
[__________________] ("LICENSOR"), and SANOFI, a société anonyme duly organized
and validly existing under the laws of the Republic of France, for and on behalf
of itself and its Affiliates ("SANOFI"). LICENSOR, and SANOFI shall be
individually referred to as a "Party" and collectively as the "Parties."
RECITALS WHEREAS, Regulus Therapeutics Inc., a company duly organized and
existing under the laws of the State of Delaware ("REGULUS") has licensed from
LICENSOR certain patents and other intellectual propery rights under a license
agreement entered into by and between REGULUS and LICENSOR executed as of
[____________] (the "Regulus License Agreement"); and WHEREAS, On February 4,
2014, Regulus entered into that certain Second Amended and Restated
Collaboration and License Agreement (the "Sanofi-Regulus License") with 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) the license and sublicense granted by Regulus
to SANOFI with respect to Mir-21 Compounds.
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As a condition to entering into the First Amendment to the Sanofi-Regulus
License (the "First Amendment"), SANOFI requests that Licensors execute this
letter agreement (this "Letter Agreement") where indicated below, memorializing
their agreement to the following: NOW THEREFORE, in consideration of the