REASON AT ALL, UPON [***] DAYS WRITTEN
NOTICE TO REGULUS, SUBJECT TO THE RIGHTS AND OBLIGATIONS OF THE PARTIES SET
FORTH IN SECTIONS 12.7.1, 12.7.6, 12.7.7 AND 12.8.
EXCEPT AS SET FORTH IN
SECTION 12.7.1, 12.7.6, 12.7.7 OR 12.8, GSK SHALL NOT HAVE ANY ADDITIONAL COST,
LIABILITY, EXPENSE, OR OBLIGATION OF ANY KIND WHATSOEVER ON ACCOUNT OF ANY
TERMINATION UNDER THIS SECTION 12.3.
NOTWITHSTANDING THE ABOVE, IN THE EVENT OF
A DISAGREEMENT BETWEEN THE PARTIES REGARDING SAFETY CONCERNS WHERE GSK BELIEVES
IN GOOD FAITH THAT SUCH CONCERNS MERIT THE IMMEDIATE TERMINATION OF A PROGRAM,
GSK SHALL HAVE THE RIGHT PURSUANT TO THIS SECTION 12.3 TO TERMINATE SUCH PROGRAM
IMMEDIATELY UPON WRITTEN NOTICE TO REGULUS AND WITHOUT THE [***] DAY NOTICE
PERIOD FOR TERMINATION.
FOR PURPOSES OF CLARITY, IN NO EVENT SHALL GSK HAVE THE
RIGHT TO EXERCISE ITS RIGHT TO TERMINATE THE AGREEMENT UNDER THIS SECTION 12.3
FOLLOWING REGULUS' NOTICE OF TERMINATION UNDER SECTION 12.2, 12.4 OR 12.6.
12.4
REGULUS' LIMITED [***] TERMINATION RIGHTS.
REGULUS SHALL HAVE THE RIGHT,
EXERCISABLE UPON WRITTEN NOTICE TO GSK AND AT REGULUS' SOLE DISCRETION, TO
IMMEDIATELY TERMINATE ONE OR MORE COLLABORATION TARGETS OR THE ENTIRE AGREEMENT
(IN WHICH EVENT SECTION 12.7.2 SHALL APPLY), BUT ONLY IN THE EVENT THAT GSK OR
ONE OF ITS AFFILIATES [***]; PROVIDED, HOWEVER, THAT SUCH TERMINATION RIGHT
SHALL NOT APPLY IN THE EVENT THAT [***].
REGULUS SHALL ONLY BE PERMITTED TO
EXERCISE SUCH TERMINATION RIGHT UNTIL THE DATE THAT IS [***] MONTHS FROM THE
DATE THAT GSK OR ITS AFFILIATE [***] OR WITHIN [***] MONTHS OF THE DATE THAT GSK
NOTIFIES REGULUS THAT GSK OR ITS AFFILIATE HAS [***] ACCORDANCE WITH
SECTION 10.4.2, WHICHEVER IS LATEST.
THE PARTIES ACKNOWLEDGE AND AGREE [***]
SHALL NOT TRIGGER REGULUS' TERMINATION RIGHT UNDER THIS SECTION 12.4.
FOR
PURPOSES OF THIS SECTION 12.4, AN [***].
12.5
TERMINATION PURSUANT TO JSC OR [***] OR OTHERWISE UNDER SECTION 3.4.3.
IN
THE EVENT THAT THE JSC [***] DECIDES TO TERMINATE A PROGRAM, ON A
PROGRAM-BY-PROGRAM BASIS, DUE TO [***], OR IN THE EVENT THAT A PROGRAM OTHERWISE
TERMINATES UNDER SECTION 3.4.3, THE AGREEMENT SHALL TERMINATE WITH RESPECT TO
SUCH PROGRAM AS SET FORTH IN SECTION 12.7.5, SUBJECT TO THE EXERCISE BY GSK OF
ITS TERMINATED PROGRAM OPTION UNDER SECTION 4.2.3 AND ITS RIGHTS AND OBLIGATIONS
PURSUANT THERETO.
102
12.6
TERMINATION FOR INSOLVENCY.
12.6.1
EITHER PARTY MAY TERMINATE THIS AGREEMENT, IF, AT ANY TIME, THE OTHER
PARTY SHALL FILE IN ANY COURT OR AGENCY PURSUANT TO ANY STATUTE OR REGULATION OF
ANY STATE OR COUNTRY, A PETITION IN BANKRUPTCY OR INSOLVENCY OR FOR
REORGANIZATION OR FOR AN ARRANGEMENT OR FOR THE APPOINTMENT OF A RECEIVER OR
TRUSTEE OF THE PARTY OR OF SUBSTANTIALLY ALL OF ITS ASSETS, OR IF THE OTHER
PARTY PROPOSES A WRITTEN AGREEMENT OF COMPOSITION OR EXTENSION OF SUBSTANTIALLY
ALL OF ITS DEBTS, OR IF THE OTHER PARTY SHALL BE SERVED WITH AN INVOLUNTARY
PETITION AGAINST IT, FILED IN ANY INSOLVENCY PROCEEDING, AND SUCH PETITION SHALL
NOT BE DISMISSED WITHIN NINETY (90) DAYS AFTER