THE EXPERT PANEL.
THE PARTIES MAY ALSO ELECT BY MUTUAL AGREEMENT
TO USE AN EXPERT PANEL (OR OTHER PANELS OF KEY OPINION LEADERS) FOR GUIDANCE ON
OTHER ISSUES THAT MAY ARISE DURING THE COLLABORATION TERM.
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ARTICLE 3
THE CONDUCT OF THE COLLABORATION; REGULUS DILIGENCE
3.1
OVERVIEW.
SUBJECT TO AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,
REGULUS WILL BE RESPONSIBLE FOR CONDUCTING [***] PROGRAMS, EACH TO BE DIRECTED
AT A DIFFERENT COLLABORATION TARGET TO BE SELECTED AS SET FORTH IN SECTION 3.2
BELOW, WITH THE GOAL OF RESEARCHING, IDENTIFYING AND OTHERWISE DEVELOPING [***]
COLLABORATION COMPOUNDS UNDER EACH PROGRAM THROUGH TO [***], SUBJECT TO EARLIER
TERMINATION OF SUCH PROGRAM OR THE EXERCISE OF THE [***] OPTION AS DESCRIBED IN
THIS AGREEMENT.
3.2
SELECTION OF TARGETS.
3.2.1
INITIAL COLLABORATION TARGETS; SUBSEQUENT COLLABORATION TARGETS.
AS
OF THE EFFECTIVE DATE, GSK HAS SELECTED [***] TARGETS TO BE THE SUBJECT OF
PROGRAMS TO BE PROGRESSED BY REGULUS UNDER SECTION 3.3 (EACH SUCH TARGET, AN
"INITIAL COLLABORATION TARGET"), WHICH [***] INITIAL COLLABORATION TARGETS ARE
LISTED ON EXHIBIT E HERETO.
GSK SHALL HAVE THE RIGHT TO IDENTIFY AN ADDITIONAL
[***] TARGETS (EACH, A "SUBSEQUENT COLLABORATION TARGET", AND TOGETHER WITH THE
INITIAL COLLABORATION TARGETS, THE "COLLABORATION TARGETS") FROM THE MIRNA POOL
WITHIN [***] MONTHS OF IDENTIFICATION OF SUCH MIRNA POOL FROM WITHIN THE MIRNA
LIBRARY IN ACCORDANCE WITH THE INITIAL RESEARCH PLAN (SUCH [***] PERIOD, THE
"TARGET SELECTION PERIOD" AND THE END OF SUCH [***] PERIOD BEING THE "FINAL
TARGET SELECTION DATE"); PROVIDED, FURTHER, THAT GSK MAY, AT ANY TIME DURING THE
TARGET SELECTION PERIOD, REPLACE UP TO [***] PREVIOUSLY-IDENTIFIED COLLABORATION
TARGETS WHICH HAVE NOT REACHED [***] (EACH, A "REPLACEABLE TARGET") WITH A
DIFFERENT TARGET FROM THE MIRNA POOL, IN WHICH CASE, SUCH DIFFERENT TARGET SHALL
BECOME A COLLABORATION TARGET AND SUCH PREVIOUSLY-IDENTIFIED COLLABORATION
TARGET (AS SUCH, A "FORMER TARGET") SHALL NO LONGER BE A COLLABORATION TARGET.
FOR PURPOSES OF CLARITY, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL GSK HAVE THE ABILITY TO REPLACE MORE THAN [***]
PREVIOUSLY-IDENTIFIED COLLABORATION TARGETS UNDER THIS AGREEMENT, NOR SHALL
THERE BE MORE THAN A TOTAL OF [***] COLLABORATION TARGETS AS OF THE FINAL TARGET
SELECTION DATE. ANY TARGET WHICH IS NOT A COLLABORATION TARGET AS OF THE FINAL
TARGET SELECTION DATE SHALL THEREAFTER BE A FORMER TARGET.
3.2.2
SELECTION TO BE COMPLETED BY FINAL TARGET SELECTION DATE.
AFTER THE
SELECTION OF THE SUBSEQUENT COLLABORATION TARGETS BY GSK FROM THE MIRNA POOL, TO
BE COMPLETED BY THE FINAL TARGET SELECTION DATE, REGULUS WILL PROGRESS PROGRAMS
AGAINST SUCH SUBSEQUENT COLLABORATION TARGETS IN ACCORDANCE WITH THE RESEARCH
PLAN FOR EACH PROGRAM AS SET FORTH IN SECTION 3.3.
IF ANY SUBSEQUENT
COLLABORATION TARGET IS NOT SELECTED WITHIN THE TARGET
35
SELECTION PERIOD, GSK'S RIGHTS AND REGULUS' OBLIGATIONS UNDER THE AGREEMENT WITH
RESPECT TO SUCH SUBSEQUENT COLLABORATION TARGET AND RELATED PROGRAM SHALL
TERMINATE.
3.2.3
BLOCKED TARGETS.
ADDITIONALLY, IF DURING THE TARGET SELECTION
PERIOD, REGULUS INTENDS TO WORK OUTSIDE OF THE RESEARCH PROGRAM, ALONG WITH OR
FOR THE BENEFIT