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),
does not give either of the Licensors the right to make an Opt-In Election (as
defined in the Alnylam-Ionis License) under Section 5 (Right to Opt-In) of the
Alnylam-Ionis License and that neither of the Licensors will make any such claim
with respect to the Mir-21 Fibrosis POC Program (as defined in the
Sanofi-Regulus License) now or at any time in the future. No Breach by Regulus.
Each Licensor confirms that, as of the date of this Letter Agreement: (a) the
Alnylam-Ionis License remains in full force and effect; (b) such Licensor has
not given any notice to Regulus, and is not otherwise aware, of any breach by
Regulus under the Alnylam-Ionis License; and (c) such Licensor has not taken any
action or omitted to take any action that could be deemed a breach of its
obligations under the Alnylam-Ionis License.
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Amendments to Alnylam-Ionis License. Regulus shall give prompt written notice to
Sanofi, together with a written summary of outstanding issues if Sanofi so
requests, of any notice received from or given to the Licensors or either of
them of any proposed amendments or proposed modifications of, or any proposed
waivers under, the Alnylam-Ionis License. Except in the case of an uncured
material breach by Sanofi or Regulus, Regulus and the Licensors agree that they
will not amend the Alnylam-Ionis License so as to terminate or diminish the
rights granted to Regulus under the Alnylam-Ionis License and sublicensed by
Regulus to Sanofi under the Amended Sanofi-Regulus License, if any, in a manner
that would diminish or undermine Sanofi's rights under the Sanofi-Regulus
License or this Letter Agreement without the prior written consent of Sanofi.
Breach of the Alnylam-Ionis License. In the event of any breach by Regulus of
the Alnylam-Ionis License that gives rise to the Licensors' right to terminate
the Alnylam-Ionis License, each Licensor shall promptly provide written notice
to Sanofi of such breach (such notice to be provided concurrently with the first
notice to Regulus of such breach), and Sanofi shall have the right, but not the
obligation, to attempt to cure such breach on behalf of Regulus within the time
periods set forth in the Alnylam-Ionis License. During the cure periods set
forth in the Alnylam-Ionis License, the Licensors shall not terminate the
Alnylam-Ionis License with respect to Regulus as a result of such breach. Direct
License Upon Termination of the Alnylam-Ionis License. In the event that the
Alnylam-Ionis License terminates for any reason, including material breach by
Regulus, each Licensor shall promptly notify Sanofi and Sanofi shall have the
right and option to obtain directly from the Licensors, acting jointly, a
license under the Licensed IP (as defined in the Alnylam-Ionis License) with
respect to Mir-21 Compounds and Mir-21 Products on substantially the same terms
and conditions as