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
24
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 MEMBER 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 LLC AGREEMENT) OF SUCH LICENSOR'S MEMBERSHIP INTEREST (AS
DEFINED IN THE LLC AGREEMENT), AND (C) EACH PARTY MAY ASSIGN OR TRANSFER ITS
RIGHTS TO RECEIVE ROYALTIES, MILESTONES AND SUBLICENSE INCOME PAYMENTS UNDER
THIS AGREEMENT (BUT NO LIABILITIES) TO A THIRD PARTY IN CONNECTION WITH [***].
NOTWITHSTANDING THE FOREGOING, EACH PARTY WILL HAVE THE RIGHT TO ASSIGN THIS
AGREEMENT, IN WHOLE OR IN PART, TO AN AFFILIATE OF SUCH PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER PARTIES; PROVIDED THAT SUCH ASSIGNEE ASSUMES IN
WRITING ALL OBLIGATIONS OF THE ASSIGNING PARTY HEREUNDER. ANY ASSIGNMENT NOT IN
ACCORDANCE WITH THE FOREGOING WILL BE VOID. THIS AGREEMENT WILL BE BINDING UPON,
AND WILL INURE TO THE BENEFIT OF, ALL PERMITTED SUCCESSORS AND ASSIGNS. EACH
PARTY AGREES THAT, NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT TO THE