Common use of License Conditions; Limitations Clause in Contracts

License Conditions; Limitations. 4.1.1 Sanofi will use Commercially Reasonable Efforts to Develop and Commercialize the applicable Option Compound and Option Product. 4.1.2 The Research License is subject to and limited by the Prior Third Party Agreements as listed in Appendix 5 attached hereto. From time to time, on or before the Research Option Deadline, Regulus shall be free to enter into license and/or collaboration agreements with Third Parties with respect to Regulus Platform Technology on a product-by-product or target-by-target basis; provided, however, that Regulus shall not grant to any Third Party any [***] (such as [***]) with respect to Regulus Platform Technology, unless either (a) such [***] on or before the Research Option Deadline, or (b) the Research License, each Commercial License, and subject to Section 3.1.1, Sanofi’s right to obtain Commercial Licenses are excluded from Regulus’ [***]. From time to time, on or before the Research Option Deadline, Regulus may update Appendix 5 to include any license and/or collaboration agreement entered into by Regulus and any Third Party as permitted by this Section 4.1.2, by providing written notice to Sanofi. 4.1.3 Each Commercial License and the exclusivity covenants under Section 3.8.1 are subject to and limited by the Prior Third Party Agreements listed in Appendix 6 attached hereto. From time to time during the Term, Regulus shall be free to enter into license and/or collaboration agreements with Third Parties with respect to Regulus Platform Technology on a product-by-product or target-by-target basis; provided, however, that Regulus shall not grant to any Third Party any [***] (such as [***]) with respect to Regulus Platform Technology, unless either (a) such [***] on or before the Research Option Deadline, or (b) the Research License, each Commercial License, and subject to Section 3.1.1, Sanofi’s right to obtain Commercial Licenses are excluded from Regulus’ [***]. From time to time on or before the Commercial Option Deadline, Regulus may update Appendix 6 to include any license and/or collaboration agreement entered into by Regulus and any Third Party as permitted by this Section 4.1.3 by providing written notice to Sanofi. 4.1.4 Without limiting this Article 4, Regulus’ ability to grant Sanofi the Research License or any Commercial License with respect to [***] is limited by, and subject to, the terms of the Founding Company License Agreement solely to the extent Regulus has, prior to the Effective Date, provided Sanofi the provisions of such agreements in unredacted form. Regulus will use commercially reasonable efforts (and will exercise its rights under the Founding Company License Agreement) to secure the right to grant Sanofi the Research License or any Commercial License with respect to Option Compounds that are [***] to the fullest extent contemplated by this Agreement. 4.1.5 Notwithstanding Section 3.5 and Section 3.8.1, Regulus retains the right to grant Permitted Licenses. 4.1.6 Certain of the Regulus Platform Technology that may be licensed to Sanofi under Section 2.3 or 3.5 will have been in-licensed or acquired by Regulus under the Regulus Future In-License Agreements (such Regulus Platform Technology, the “Regulus Future In-Licensed Technology”), and certain milestone and/or royalty payments may become payable by Regulus to such Third Parties under such license or purchase agreements based on the Research, Development and/or Commercialization of an Option Compound and/or Option Product by Sanofi under this Agreement. The Parties acknowledge that whether a milestone and/or royalty payment becomes payable by Regulus to such Third Party licensor depends on the terms and conditions of the Regulus Future In-License Agreement. If Sanofi wishes to include any Regulus Future In-Licensed Technology as part of the licenses granted by Regulus under Section 2.3 or 3.5, Sanofi will notify Regulus of its desire to do so and the Parties will [***] upfront payments or ongoing payment obligations [***] and [***] that are [***] and other Regulus licensees, if appropriate. As part of this [***], Regulus will share with Sanofi, in reasonable detail, the [***] Regulus used to [***]. [***] does not [***]to Option Compound and Option Products, and to be responsible for the [***] of any [***] to Option Compound and Option Products, then the applicable Regulus Future In-licensed Patents will [***]. 4.1.7 After the Effective Date, Regulus will not enter into any Regulus Future In-License Agreements that (i) treat Sanofi differently than Regulus’ other partners who are Developing and Commercializing microRNA compounds under license from, or in collaboration with, Regulus; or (ii) contain obligations that would have a material adverse effect on Option Compounds or Option Products and that are [***] that are in effect on the Effective Date.

License Conditions; Limitations. 4.1.1 Sanofi will use Commercially Reasonable Efforts Subject to Develop Section 6.8 and Commercialize the applicable Option Compound and Option Product. 4.1.2 The Research License is subject to and limited by the Prior Third Party Agreements as listed in Appendix 5 attached hereto. From time to timeSection 6.9, on or before the Research Option Deadline, Regulus shall be free to enter into license and/or collaboration agreements with Third Parties with respect to Regulus Platform Technology on a productProduct-by-product or target-by-target Product basis; provided, however, that Regulus shall not grant to any Third Party any [***] (such as [***]) with respect to Regulus Platform Technology, unless either (a) such [***] on or before the Research Option Deadline, or (b) the Research License, each Commercial License, and subject to licenses granted under Section 3.1.1, Sanofi’s right to obtain Commercial Licenses are excluded from Regulus’ [***]. From time to time, on or before the Research Option Deadline, Regulus may update Appendix 5 to include any license and/or collaboration agreement entered into by Regulus and any Third Party as permitted by this Section 4.1.2, by providing written notice to Sanofi. 4.1.3 Each Commercial License 4.1.1 and the exclusivity covenants sublicense rights under Section 3.8.1 4.1.2 are subject to and limited by (i) the Prior Third Party Agreements listed as such agreements are in Appendix 6 attached hereto. From time to time during the Termeffect on, Regulus shall be free to enter into license and/or collaboration agreements with Third Parties with respect to Regulus Platform Technology the Collaboration Products, the date the Collaboration Target was designated as a High Interest Target and placed on a product-by-product or target-by-target basis; providedthe High Interest Target List (or, however, that Regulus shall not grant to any Third Party any [***] (such as [***]) with respect to Regulus Platform Technology, unless either (a) such [***] on or before the Research Option Deadline, or (b) the Research License, each Commercial License, and subject to Section 3.1.1, Sanofi’s right to obtain Commercial Licenses are excluded from Regulus’ [***]. From time to time on or before the Commercial Option Deadline, Regulus may update Appendix 6 to include any license and/or collaboration agreement entered into by Regulus and any Third Party as permitted by this Section 4.1.3 by providing written notice to Sanofi. 4.1.4 Without limiting this Article 4, Regulus’ ability to grant Sanofi the Research License or any Commercial License with respect to [***] is limited by, and subject toProducts, the terms of the Founding Company License Agreement solely Fourth Amendment Effective Date) and have been disclosed to the extent Regulus has, AstraZeneca prior to the Effective Date, provided Sanofi the provisions of such agreements in unredacted form. Regulus will use commercially reasonable efforts date (and will exercise its rights under the Founding Company License Agreement) to secure the right to grant Sanofi the Research License or any Commercial License with respect to Option Compounds that are [***] to the fullest extent contemplated by this Agreement. 4.1.5 Notwithstanding Section 3.5 and Section 3.8.1, Regulus retains the right to grant Permitted Licenses. 4.1.6 Certain of the Regulus Platform Technology that not as such Prior Agreement may be licensed to Sanofi under Section 2.3 or 3.5 will have been in-licensed or acquired by Regulus under amended thereafter), (ii) the Regulus Future Ionis In-License Agreements (as such Regulus Platform Technology, the “Regulus Future In-Licensed Technology”), and certain milestone and/or royalty payments may become payable by Regulus to such Third Parties under such license or purchase agreements based are in effect on the Research, Development and/or Commercialization of an Option Compound and/or Option Product by Sanofi under this Agreement. The Parties acknowledge that whether a milestone and/or royalty payment becomes payable by Regulus to such Third Party licensor depends on the terms and conditions of the Regulus Future date identified as Ionis In-License Agreement. If Sanofi wishes Agreements and added to include any Regulus Future Appendix 3 as provided in Section 6.8.5 (and in the form disclosed to AstraZeneca prior to such date and not as such Ionis In-License Agreements may be amended thereafter unless such amendment is made with AstraZeneca’s prior written consent); and (iii) the granting of, or performance of obligations under, Permitted Licenses.”; 4.2.1. On a Licensed Technology as part Program-by-Licensed Program basis, at any time after completion of the licenses granted first Phase 2 Study for the applicable Product from such Licensed Program, after discussion by Regulus under Section 2.3 or 3.5the IP Managers, Sanofi ▇▇▇▇▇ will notify Regulus of its desire assign to do so AstraZeneca (and AstraZeneca will accept from Ionis), ▇▇▇▇▇’ ownership interest in all Ionis Product-Specific Patents within the Parties will [***] upfront payments or ongoing payment obligations [***] and [***] Licensed Patents that are [***] and other Regulus licenseesowned by Ionis (whether solely owned or jointly owned with one or more Third Parties); provided that, if appropriate. As part either Party reasonably determines that such assignment would be likely to adversely affect the applicable Licensed Patent (including diminishing the scope, term, validity or enforceability of this such Licensed Patent), then, [***]”; and v. ARTICLE 4 (License Grants; Technology Transfer and Support) is hereby amended by inserting after Section 4.8 (Technology Transfer) the following new Sections 4.9, Regulus will share with Sanofi, in reasonable detail, the [***] Regulus used to [***]. [***] does not [***]to Option Compound 4.10 and Option Products, and to be responsible for the [***] of any [***] to Option Compound and Option Products, then the applicable Regulus Future In-licensed Patents will [***]. 4.1.7 After the Effective Date, Regulus will not enter into any Regulus Future In-License Agreements that (i) treat Sanofi differently than Regulus’ other partners who are Developing and Commercializing microRNA compounds under license from, or in collaboration with, Regulus; or (ii) contain obligations that would have a material adverse effect on Option Compounds or Option Products and that are [***] that are in effect on the Effective Date.4.11: “

License Conditions; Limitations. 4.1.1 Sanofi will use Commercially Reasonable Efforts to Develop and Commercialize the applicable Option Compound and Option Product. 4.1.2 The Research License is subject to and limited by the Prior Third Party Agreements as listed in Appendix 5 attached hereto. From time to time, on or before the Research Option Deadline, Regulus shall be free to enter into license and/or collaboration agreements with Third Parties with respect to Regulus Platform Technology on a product-by-product or target-by-target basis; provided, however, that Regulus shall not grant to any Third Party any […***…] (such as […***…]) with respect to Regulus Platform Technology, unless either (a) such […***…] on or before the Research Option Deadline, or (b) the Research License, each Commercial License, and subject to Section 3.1.1, Sanofi’s right to obtain Commercial Licenses are excluded from Regulus’ […***…]. From time to time, on or before the Research Option Deadline, Regulus may update Appendix 5 to include any license and/or collaboration agreement entered into by Regulus and any Third Party as permitted by this Section 4.1.2, by providing written notice to Sanofi. 4.1.3 Each Commercial License and the exclusivity covenants under Section 3.8.1 are subject to and limited by the Prior Third Party Agreements listed in Appendix 6 attached hereto. From time to time during the Term, Regulus shall be free to enter into license and/or collaboration agreements with Third Parties with respect to Regulus Platform Technology on a product-by-product or target-by-target basis; provided, however, that Regulus shall not grant to any Third Party any […***…] (such as […***…]) with respect to Regulus Platform Technology, unless either (a) such […***…] on or before the Research Option Deadline, or (b) the Research License, each Commercial License, and subject to Section 3.1.1, Sanofi’s right to obtain Commercial Licenses are excluded from Regulus’ […***…]. From time to time on or before the Commercial Option Deadline, Regulus may update Appendix 6 to include any license and/or collaboration agreement entered into by Regulus and any Third Party as permitted by this Section 4.1.3 by providing written notice to Sanofi. 4.1.4 Without limiting this Article 4, Regulus’ ability to grant Sanofi the Research License or any Commercial License with respect to […***…] is limited by, and subject to, the terms of the Founding Company License Agreement solely to the extent Regulus has, prior to the Effective Date, provided Sanofi the provisions of such agreements in unredacted form. Regulus will use commercially reasonable efforts (and will exercise its rights under the Founding Company License Agreement) to secure the right to grant Sanofi the Research License or any Commercial License with respect to Option Compounds that are […***…] to the fullest extent contemplated by this Agreement. 4.1.5 Notwithstanding Section 3.5 and Section 3.8.1, Regulus retains the right to grant Permitted Licenses. 4.1.6 Certain of the Regulus Platform Technology that may be licensed to Sanofi under Section 2.3 or 3.5 will have been in-licensed or acquired by Regulus under the Regulus Future In-License Agreements (such Regulus Platform Technology, the “Regulus Future In-Licensed Technology”), and certain milestone and/or royalty payments may become payable by Regulus to such Third Parties under such license or purchase agreements based on the Research, Development and/or Commercialization of an Option Compound and/or Option Product by Sanofi under this Agreement. The Parties acknowledge that whether a milestone and/or royalty payment becomes payable by Regulus to such Third Party licensor depends on the terms and conditions of the Regulus Future In-License Agreement. If Sanofi wishes to include any Regulus Future In-Licensed Technology as part of the licenses granted by Regulus under Section 2.3 or 3.5, Sanofi will notify Regulus of its desire to do so and the Parties will […***…] upfront payments or ongoing payment obligations […***…] and […***…] that are […***…] and other Regulus licensees, if appropriate. As part of this […***…], Regulus will share with Sanofi, in reasonable detail, the […***…] Regulus used to […***…]. […***…] does not […***]…] to Option Compound and Option Products, and to be responsible for the […***…] of any […***…] to Option Compound and Option Products, then the applicable Regulus Future In-licensed Patents will […***…]. 4.1.7 After the Effective Date, Regulus will not enter into any Regulus Future In-License Agreements that (i) treat Sanofi differently than Regulus’ other partners who are Developing and Commercializing microRNA compounds under license from, or in collaboration with, Regulus; or (ii) contain obligations that would have a material adverse effect on Option Compounds or Option Products and that are […***…] that are in effect on the Effective Date.