BREACH (OR UNLESS
24
AND UNTIL SUCH ALLEGEDLY-BREACHING PARTY IS NO LONGER DISPUTING SUCH ISSUES IN
GOOD FAITH, IF EARLIER).
15.3
EFFECTS OF TERMINATION.
(A)
ANY OF REGULUS' DIRECT SUBLICENSEES MAY, BY
PROVIDING WRITTEN NOTICE TO THE LICENSORS WITHIN THE 60 DAY PERIOD IMMEDIATELY
FOLLOWING TERMINATION OF THIS AGREEMENT WITH RESPECT TO REGULUS, IN WHOLE OR IN
PART, OBTAIN FROM EACH LICENSOR A DIRECT LICENSE FROM SUCH LICENSOR, ON THE SAME
TERMS AS THE SUBLICENSE GRANTED BY REGULUS TO SUCH SUBLICENSEE WITH RESPECT TO
SUCH LICENSOR'S LICENSED IP, EXCEPT TO THE EXTENT THAT ANY SUCH TERMS ARE
INCONSISTENT WITH THE RIGHTS GRANTED BY SUCH LICENSOR TO REGULUS UNDER THIS
AGREEMENT, IN WHICH CASE ANY TERMS IN THIS AGREEMENT WHICH ARE MORE PROTECTIVE
OF SUCH LICENSOR'S RIGHTS WILL INSTEAD APPLY.
IF A SUBLICENSEE PROVIDES SUCH
NOTICE, THE LICENSORS WILL NEGOTIATE IN GOOD FAITH WITH SUCH SUBLICENSEE A
WRITTEN AGREEMENT TO REFLECT SUCH TERMS; PROVIDED, THAT, (I) SUCH SUBLICENSEE
IS, AT THE TIME OF TERMINATION OF THIS AGREEMENT, IN COMPLIANCE WITH ITS
SUBLICENSE AGREEMENT WITH REGULUS, AND (II) SUCH SUBLICENSEE CURES ANY PAYMENT
DEFAULT OF REGULUS HEREUNDER, WITH RESPECT TO ANY ROYALTIES OR SUBLICENSE INCOME
PAYMENTS DUE TO THE LICENSORS WITH RESPECT TO THE SUBLICENSE GRANTED BY REGULUS
TO SUCH SUBLICENSEE HEREUNDER.
15.4
SURVIVAL.
UPON TERMINATION OF THIS AGREEMENT,
THE FOLLOWING SECTIONS OF THIS AGREEMENT WILL SURVIVE: SECTIONS 2.1, 2.3, 8,
9.1(A), 9.3, 10, 11, 12, 14, 15.2, 15.3, 15.4 AND 16, AND, TO THE EXTENT RELATED
TO SECTION 9.3, SECTIONS 9.4, 9.5 AND 9.6.
IN ADDITION, IF THIS AGREEMENT IS
TERMINATED PURSUANT TO A BUY-OUT, THEN, WITH RESPECT TO EACH DEVELOPMENT PROJECT
FOR WHICH AN OPT-IN PARTY HAS OBTAINED A LICENSE UNDER SECTION 5.6 BEFORE THE
INITIATION OF THE BUY-OUT, THE FOLLOWING SECTIONS OF THIS AGREEMENT WILL SURVIVE
WITH RESPECT TO SUCH DEVELOPMENT PROJECT:
SECTIONS 5.4 OR 5.5 (AS APPLICABLE),
AND SECTION 5.6, UNLESS AND UNTIL TERMINATED PURSUANT TO SECTION 15.2(B),
SUBJECT TO SECTION 15.2(D) (WITH REGULUS' ROLE IN SUCH TERMINATION SECTIONS
BEING PLAYED BY THE OTHER FOUNDING INVESTOR FOLLOWING THE DISSOLUTION OF
REGULUS).
UPON ANY EXPIRATION OF THIS AGREEMENT WITH RESPECT TO A
ROYALTY-BEARING PRODUCT UNDER SECTION 15.1(C), THE LICENSE GRANTED UNDER ANY
KNOW-HOW THAT IS PART OF THE LICENSED IP AND/OR REGULUS IP TO A PARTY WITH
RESPECT TO SUCH ROYALTY-BEARING PRODUCT WILL BECOME A FULLY PAID-UP AND
PERPETUAL LICENSE TO MANUFACTURE, IMPORT, USE, SELL OR OTHERWISE COMMERCIALIZE
SUCH ROYALTY-BEARING PRODUCT.
16.
MISCELLANEOUS
16.1
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY OF
THE RIGHTS OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED BY A PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES, EXCEPT (A) REGULUS SHALL ASSIGN BOTH THIS
AGREEMENT AND THE SERVICES AGREEMENT TO A PERSON THAT ACQUIRES, BY MERGER, SALE
OF ASSETS OR OTHERWISE, ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF REGULUS TO
WHICH THE SUBJECT MATTER OF THIS AGREEMENT RELATES, (B) EACH LICENSOR SHALL
ASSIGN BOTH THIS AGREEMENT AND THE SERVICES AGREEMENT ALONG WITH THE TRANSFER
(AS DEFINED IN THE INVESTOR RIGHTS AGREEMENT) OF SUCH