TERMINATED COLLABORATION TARGET(S), EXCEPT AS SET FORTH IN
SECTION 12.7.6;
(V)
REGULUS SHALL NOT BE REQUIRED TO COMPLY WITH ANY DILIGENCE
OBLIGATIONS WITH RESPECT TO ANY REFUSED CANDIDATES, REFUSED CANDIDATE PRODUCTS
OR RETURNED LICENSED PRODUCTS DIRECTED TO SUCH TERMINATED COLLABORATION
TARGET(S);
(VI)
ALL PROGRAM OPTIONS THAT ARE NOT EXERCISED BY GSK UNDER
SECTION 4.2 WITH RESPECT TO ANY PROGRAM(S) TERMINATED PURSUANT TO THIS
SECTION 12.7.4(A) BEFORE THE DATE OF REGULUS' NOTICE OF TERMINATION SHALL BE
CANCELLED AND OF NO FORCE AND EFFECT;
(VII)
ALL OF REGULUS' AND GSK'S EXCLUSIVITY OBLIGATIONS (INCLUDING THOSE
OF EACH PARTY'S AFFILIATES AND, WITH RESPECT TO REGULUS, PARENT COMPANIES) UNDER
ARTICLE 7 SHALL IMMEDIATELY TERMINATE AND NO LONGER BE OF ANY FORCE OR EFFECT
WITH RESPECT TO THE COLLABORATION TARGET(S) BEING TERMINATED (INCLUDING ALL
COLLABORATION COMPOUNDS AND LICENSED PRODUCTS DIRECTED TO SUCH TERMINATED
COLLABORATION TARGET(S)); AND
(VIII)
SECTION 12.7.6 SHALL APPLY.
111
(B)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN
THE EVENT THAT GSK DISPUTES THE ALLEGATION OF ANY GSK DILIGENCE FAILURE EVENT IN
GOOD FAITH AND PURSUES SUCH DISPUTE IN ACCORDANCE WITH SECTION 13.1, UPON
INITIATION OF THE ARBITRATION PROCESS AS DESCRIBED IN SECTION 13.1, (I) THE CURE
PERIOD SET FORTH IN SECTION 12.2.1 OR 12.2.2, AS APPLICABLE, SHALL BE TOLLED
UNTIL THE CONCLUSION OF THE ARBITRATION PROCESS AND, IF SUCH CONCLUSION IS IN
REGULUS' FAVOR, SUCH CURE PERIOD SHALL BE EXTENDED AS SET FORTH IN CLAUSE
(A) BELOW, AND (II) REGULUS SHALL BE GRANTED THE LICENSES SET FORTH IN
SECTION 5.1.2 OR 5.1.3, AS THE CASE MAY BE, SOLELY [***]; PROVIDED, HOWEVER,
THAT (A) UPON THE CONCLUSION OF THE ARBITRATION PROCESS IN REGULUS' FAVOR, IF
GSK FAILS TO COMPLY WITH THE ARBITRATOR'S FINAL AWARD ON OR BEFORE THE END OF
THE SIXTY (60) DAY PERIOD FOLLOWING THE END OF THE INITIAL CURE PERIOD (AS
TOLLED AS SET FORTH IN CLAUSE (I) ABOVE), TERMINATION SHALL BECOME EFFECTIVE
UNDER SECTION 12.2.4 AND THE [***] LICENSE GRANTED UNDER CLAUSE (II) ABOVE SHALL
AUTOMATICALLY CONVERT TO AN EXCLUSIVE LICENSE, WITH THE RIGHT TO GRANT
SUBLICENSES AS SET FORTH IN SECTION 5.1.4, AND (B) UPON THE CONCLUSION OF THE
ARBITRATION PROCESS IN GSK'S FAVOR, OR GSK'S COMPLIANCE WITH THE ARBITRATOR'S
FINAL AWARD WITHIN THE CURE PERIOD SET FORTH IN CLAUSE (A) ABOVE IF THE
CONCLUSION IS IN REGULUS' FAVOR, THE [***] LICENSE GRANTED UNDER CLAUSE
(II) ABOVE SHALL TERMINATE AND REVERT TO GSK.
DURING THE ENTIRE TIME PENDING
THE FINAL RESOLUTION OF ANY SUCH DISPUTE, GSK SHALL NOT GRANT ANY LICENSE TO ANY
THIRD PARTY UNDER THE GSK TECHNOLOGY OR COLLABORATION TECHNOLOGY WITH RESPECT TO
THE SAME SUBJECT MATTER, WHICH WOULD MATERIALLY CONFLICT OR OTHERWISE MATERIALLY
INTERFERE WITH THE POTENTIAL EXCLUSIVE LICENSE TO REGULUS UNDER THIS
SECTION 12.7.4(B).
(C)
THE PARTIES UNDERSTAND AND AGREE THAT, DUE TO THE NATURE OF THE
RELATIONSHIP OF THE PARTIES UNDER THIS AGREEMENT, DAMAGES TO REGULUS RESULTING
FROM A [***] UNDER THIS AGREEMENT WOULD BE DIFFICULT TO CALCULATE ACCURATELY,
AND THUS THE REMEDY SET FORTH IN THIS SECTION 12.7.4 REPRESENTS A