OTHER LICENSED PRODUCTS BEING DEVELOPED, MANUFACTURED AND/OR
COMMERCIALIZED BY THE COMMERCIALIZING PARTY THAT ARE DIRECTED TO SUCH
COLLABORATION TARGET, AND THE AGREEMENT TERM REMAINS IN EFFECT WITH RESPECT TO
SUCH LICENSED PRODUCTS, THEN, SUBJECT TO THE REMAINDER OF THIS ARTICLE 12, THIS
CLAUSE (III) SHALL NOT APPLY UNLESS AND UNTIL THE AGREEMENT TERM HAS EXPIRED
WITH RESPECT TO ALL SUCH LICENSED PRODUCTS.
(B)
[INTENTIONALLY LEFT BLANK]
(C)
WHERE GSK DECLINES TO EXERCISE ALL OF ITS PROGRAM OPTIONS FOR A
GIVEN PROGRAM, ON A PROGRAM-BY-PROGRAM BASIS, ON OR BEFORE THE END OF THE
APPLICABLE POC OPTION EXERCISE PERIOD, THEN, FOLLOWING THE LAPSE OF SUCH PROGRAM
OPTIONS WITH RESPECT TO SUCH PROGRAM PURSUANT TO SECTION 12.1.3, SUBJECT TO THE
APPLICABLE TERMS AND CONDITIONS OF THIS AGREEMENT, (I) SUCH PROGRAM(S) SHALL BE
DEEMED TERMINATED HEREUNDER, (II) THE EXCLUSIVE LICENSE GRANTED TO REGULUS
PURSUANT TO SECTION 5.1.2 SHALL APPLY WITH RESPECT TO ANY REFUSED CANDIDATES AND
REFUSED CANDIDATE PRODUCTS RESULTING FROM SUCH TERMINATED PROGRAM(S),
(III) REGULUS SHALL BE OBLIGATED TO MAKE REVERSE ROYALTY PAYMENTS TO GSK IN
ACCORDANCE WITH SECTION 6.7 WITH RESPECT TO ANY REFUSED CANDIDATE PRODUCTS
RESULTING FROM SUCH TERMINATED PROGRAM(S), (IV) GSK SHALL HAVE NO FURTHER RIGHTS
IN, OR OPTIONS TO, ANY COLLABORATION COMPOUNDS DEVELOPED UNDER (OR LICENSED
PRODUCTS RESULTING FROM) SUCH TERMINATED PROGRAM(S), (V) REGULUS SHALL HAVE NO
FURTHER OBLIGATION TO GSK TO PERFORM ANY DEVELOPMENT ACTIVITIES HEREUNDER WITH
RESPECT TO SUCH PROGRAM(S), (VI) REGULUS SHALL NOT BE REQUIRED TO COMPLY WITH
ANY DILIGENCE OBLIGATIONS WITH RESPECT TO ANY REFUSED CANDIDATES OR REFUSED
CANDIDATE PRODUCTS RESULTING FROM SUCH TERMINATED PROGRAM(S), (VII) ALL LICENSES
GRANTED HEREUNDER TO GSK WITH RESPECT TO SUCH PROGRAM(S), OR ANY COLLABORATION
COMPOUNDS DEVELOPED UNDER (OR LICENSED PRODUCTS RESULTING FROM) SUCH TERMINATED
PROGRAM(S), SHALL TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT, (VIII) ANY
REMAINING EXCLUSIVITY OBLIGATION SET FORTH IN SECTION 7.1 OR 7.2 SHALL TERMINATE
WITH RESPECT TO THE COLLABORATION TARGET TO WHICH SUCH TERMINATED PROGRAM(S) WAS
DIRECTED, AND (IX) DURING A PERIOD NOT TO EXCEED [***] MONTHS THEREAFTER, GSK
WILL PROMPTLY DELIVER OR DISCLOSE, AS APPROPRIATE, TO REGULUS, AT NO COST TO
REGULUS, (A) ALL THE PRE-CLINICAL AND CLINICAL DATA AND RESULTS (INCLUDING
PHARMACOLOGY, TOXICOLOGY, EMULATION AND STABILITY STUDIES), ADVERSE EVENT DATA,
PROTOCOL RESULTS, ANALYTICAL METHODOLOGIES, ARISING FROM THE ENABLING STUDIES,
(B) COPIES OF PATENT APPLICATIONS AND PATENTS INCLUDED WITHIN GSK ENABLING
STUDIES PATENTS, AND (C) REGULATORY FILINGS (INCLUDING ALL RELEVANT INDS AND
REGULATORY APPROVALS), REGULATORY DOCUMENTATION, REGULATORY CORRESPONDENCE, AND
APPLICABLE REFERENCE STANDARDS WITH RESPECT TO THE ENABLING STUDIES, OWNERSHIP
OF WHICH REGULATORY FILINGS SHALL BE TRANSFERRED TO REGULUS OR, IF SUCH TRANSFER
IS NOT REASONABLY PRACTICAL, A RIGHT OF REFERENCE SHALL BE GRANTED TO REGULUS.
99
12.2
TERMINATION FOR CAUSE.
12.2.1
DURING THE COLLABORATION TERM AND PRIOR TO ANY GSK EXERCISE OF
PROGRAM OPTIONS.
EXCEPT AS SET FORTH IN SECTION 12.2.3 OR SECTION 12.2.4,
EITHER PARTY (IN SUCH CAPACITY, THE "NON-BREACHING PARTY") MAY, WITHOUT
PREJUDICE TO ANY OTHER REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, TERMINATE
THIS AGREEMENT DURING THE