THE
INITIATING MEMBER WILL HAVE THE RIGHT, UPON PAYMENT TO THE NON-INITIATING MEMBER
OF THE AMOUNT SET FORTH IN SUCH COUNTERBID (WHICH AMOUNT WILL BE DUE AND PAYABLE
WITHIN [***] BUSINESS DAYS AFTER ACCEPTANCE OF SUCH COUNTERBID), TO SELECT A
RESEARCH PROGRAM (OTHER THAN A SELECTED PROGRAM) AND EACH SUCH SELECTED RESEARCH
PROGRAM IS A "SELECTED PROGRAM" HEREUNDER. UPON COMPLETION OF THE BUY-OUT, THE
INITIATING MEMBER WILL OBTAIN FROM THE NON-INITIATING MEMBER THE RIGHTS SET
FORTH IN CLAUSE (VI) BELOW WITH RESPECT TO THE RESEARCH PROGRAM SELECTED BY SUCH
MEMBER.
(V)
IF THE NON-INITIATING MEMBER REJECTS SUCH COUNTERBID, THEN SUCH
NON-INITIATING MEMBER WILL SUBMIT, CONCURRENTLY WITH SUCH NOTICE OF REJECTION,
ITS COUNTERBID TO THE INITIATING MEMBER'S COUNTERBID, WHICH COUNTERBID MUST BE
HIGHER THAN THE INITIATING MEMBER'S COUNTERBID BY AT LEAST [***]%, AND THE
PROCESS WILL REPEAT ITSELF UNTIL A BID IS ACCEPTED OR NO COUNTERBID EXCEEDS THE
PRIOR BID OR COUNTERBID BY AT LEAST [***]%.
(VI)
EACH MEMBER WILL GRANT TO THE OTHER MEMBER WHICH PURCHASED A
SELECTED PROGRAM HEREUNDER (THE "BUY-OUT PARTY"), SUBJECT TO THIRD PARTY RIGHTS,
AN EXCLUSIVE (TO THE FULLEST EXTENT POSSIBLE) LICENSE UNDER DISTRIBUTED IP
(WHICH, WITH RESPECT TO LICENSED IP THEREIN, IS WITHIN THE SCOPE OF THE LICENSE
GRANTED TO THE MEMBER BY THE COMPANY), TO DEVELOP, MANUFACTURE AND/OR
COMMERCIALIZE THE MIRNA COMPOUND(S) AND MIRNA THERAPEUTICS INCLUDED IN SUCH
SELECTED PROGRAM IN THE FIELD.
(VII)
SUCH LICENSES TO DISTRIBUTED IP WILL BE (1) ROYALTY-BEARING AS SET
FORTH IN SECTION 9.3(D)(VIII) BELOW, AND (2) SUBLICENSEABLE; PROVIDED THAT, (X)
EACH SUCH SUBLICENSE WILL BE SUBJECT AND SUBORDINATE TO, AND CONSISTENT WITH,
THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND WILL PROVIDE THAT ANY SUCH
SUBLICENSEE WILL NOT FURTHER SUBLICENSE EXCEPT ON TERMS CONSISTENT WITH THIS
CLAUSE; (Y) SUCH MEMBER WILL REMAIN RESPONSIBLE FOR THE PERFORMANCE OF ITS
SUBLICENSEES, AND WILL ENSURE THAT ALL SUCH SUBLICENSEES COMPLY WITH THE
RELEVANT PROVISIONS OF THE LICENSE AGREEMENT AND THIS AGREEMENT AND (Z) IN THE
EVENT OF A MATERIAL DEFAULT BY ANY OF ITS SUBLICENSEES UNDER A SUBLICENSE
AGREEMENT, SUCH MEMBER WILL INFORM THE COMPANY AND THE OTHER MEMBER AND WILL
TAKE SUCH ACTION, AFTER CONSULTATION WITH SUCH OTHER PARTIES, WHICH, IN SUCH
MEMBER'S REASONABLE BUSINESS JUDGMENT, WILL ADDRESS SUCH DEFAULT.
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(VIII)
EACH MEMBER SELECTING A SELECTED PROGRAM WILL (1) PAY TO THE OTHER
MEMBER (OR ITS DESIGNATED AFFILIATE) A ROYALTY OF [***]% ON NET SALES OF ANY
ROYALTY-BEARING PRODUCT WITH RESPECT TO SUCH SELECTED PROGRAM, ON A
ROYALTY-BEARING PRODUCT-BY-ROYALTY-BEARING PRODUCT AND A COUNTRY-BY-COUNTRY
BASIS, DURING THE ROYALTY TERM (PROVIDED, HOWEVER, THAT, FOR THE REMAINDER OF
THE RELEVANT EXCLUSIVITY PERIOD, THE ROYALTY RATE WILL BE [***]%, AND (2) BE
RESPONSIBLE FOR MILESTONES, ROYALTIES AND OTHER PAYMENTS PAYABLE TO THIRD
PARTIES IN RESPECT OF THE EXERCISE OF SUCH LICENSE BY SUCH SELLING MEMBER, ITS
AFFILIATES AND/OR SUBLICENSEES, INCLUDING WITHOUT LIMITATION ANY AMOUNTS PAYABLE
BY EITHER MEMBER OR THE COMPANY TO ITS THIRD PARTY LICENSORS WITH RESPECT TO THE
LICENSES GRANTED TO SUCH MEMBER PURSUANT TO SECTION 9.3(A). THE