set forth in the Alnylam-Ionis License, as amended by Section
0 of this Letter Agreement (such right, the "License Option"), including with
respect to the rights granted to Regulus in Section 2.2(b) of the Alnylam-Ionis
License. Sanofi may exercise the License Option by providing a written notice to
the Licensors thereof (the "Option Election Notice") within [...***...] ([...***...])
days from the date that a Licensor first notifies Sanofi that the Alnylam-Ionis
License has terminated (the "Alnylam-Ionis License Termination Date"). If Sanofi
elects not to exercise the License Option, it shall provide written notice
thereof (the "Option Declination Notice") to the Licensors within [...***...]
([...***...]) days from the Alnylam- Ionis License Termination Date. If Sanofi does
not provide an Option Election Notice to the Licensors within [...***...] ([...***...])
days from the Alnylam-Ionis License Termination Date, then Sanofi will be deemed
to have delivered the Licensors an Option Declination Notice. If Sanofi
exercises the License Option, then the Licensors shall enter into an exclusive
license agreement directly with Sanofi (the "New License Agreement") under the
Licensed IP (as defined in the Alnylam-Ionis License) with respect to Mir-21
Compounds and Mir-21 Products that was licensed to Regulus under the terminated
Alnylam- Ionis License on substantially the same terms and conditions as those
set forth in the Alnylam-Ionis License, as amended by Section 0 of this Letter
Agreement. Effective during the period beginning on the Alnylam-Ionis License
Termination Date and ending on (a) the date that Sanofi provides the Option
Declination Notice (if Sanofi declines the License Option) or (b) the date of
execution of the New License Agreement (if Sanofi elects the License Option)
(such period, the "Interim Period"), the Licensors shall automatically grant,
and hereby do grant, to Sanofi a temporary continuation of the rights that
Sanofi had as sublicensee of the Licensed IP (as defined in the Alnylam-Ionis
License) under the Amended Sanofi- Regulus License prior to termination of the
Alnylam-Ionis License (such ***Confidential Treatment Requested
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rights, the "Temporary License"). Notwithstanding anything herein to the
contrary, under both the New License Agreement and the Temporary License, (i)
the scope and territory of the license granted to Sanofi shall be the same as
that granted to Sanofi pursuant to the Amended Sanofi-Regulus License, (ii) the
financial terms shall be as set forth in Section 0 of this Letter Agreement and
(iii) the Licensors shall not have any obligations that are greater than or
inconsistent with the obligations of the Licensors under the Alnylam-Ionis
License. Financial Terms of Sublicense, New License Agreement and Temporary
License. With respect to Net Sales (as defined in the Sanofi-Regulus License) of
Mir-21 Products that are Royalty-Bearing Products (as defined in the
Alnylam-Ionis License), whether pursuant to the sublicense under the Licensed IP
(as defined in the Alnylam-Ionis License) granted by Regulus to Sanofi pursuant
to the Amended Sanofi-Regulus License or the license under the Licensed IP
granted by the Licensors to Sanofi pursuant to any New License Agreement or
Temporary License (as applicable), Sanofi shall