Common use of Selection of Oncology Target Clause in Contracts

Selection of Oncology Target. So long as the Proposed Target is a Target Pool microRNA at the time of receipt by Regulus of the Request Notice, such Proposed Oncology Target will become the Oncology Target on the date occurring 30 Business Days after the date of receipt by Regulus of the Request Notice; provided, however, that, if ▇▇▇▇▇▇▇ receives the Request Notice after the first anniversary of the Effective Date or the date of completion of the work under the R&D Plan for the validation phase to select the Oncology Target as set out at the Effective Date, whichever is later (or such later date as may be agreed by the Parties in writing following discussion by the JSC), Regulus shall have the right to reject such Proposed Oncology Target if, at the time of receipt of such Request Notice, such Proposed Oncology Target is (i) the subject of an exclusive license or option for an exclusive license granted by Regulus to a Third Party or any other obligations of Regulus or its Affiliates that would prohibit Regulus from collaborating with AstraZeneca under this Agreement or from granting a license under Section 2.1 with respect to such microRNA, or (ii) a Regulus Independent Program; and provided further, that if the Oncology Target is subject to a grant of any licenses or other rights to any Third Party or is subject to any other encumbrances or potential encumbrances under any agreement to which Regulus or its Affiliate is a party including, without limitation, any payment obligations (collectively, “Target Encumbrances”), then Regulus shall, prior to the expiry of the aforesaid 30 Business Day period, specify to AstraZeneca in writing all such Target Encumbrances. Before such Proposed Target can become the Oncology Target, (1) AstraZeneca must agree in writing to assume all Target Encumbrances for such Proposed Oncology Target other than payment obligations, and

Selection of Oncology Target. So long as the Proposed Target is a Target Pool microRNA at the time of receipt by Regulus of the Request Notice, such Proposed Oncology Target will become the Oncology Target on the date occurring 30 Business Days after the date of receipt by Regulus of the Request Notice; provided, however, that, if ▇▇▇▇▇▇▇ Regulus receives the Request Notice after the first anniversary of the Effective Date or the date of completion of the work under the R&D Plan for the validation phase to select the Oncology Target as set out at the Effective Date, whichever is later (or such later date as may be agreed by the Parties in writing following discussion by the JSC), Regulus shall have the right to reject such Proposed Oncology Target if, at the time of receipt of such Request Notice, such Proposed Oncology Target is (i) the subject of an exclusive license or option for an exclusive license granted by Regulus to a Third Party or any other obligations of Regulus or its Affiliates that would prohibit Regulus from collaborating with AstraZeneca under this Agreement or from granting a license under Section 2.1 with respect to such microRNA, or (ii) a Regulus Independent Program; and provided further, that if the Oncology Target is subject to a grant of any licenses or other rights to any Third Party or is subject to any other encumbrances or potential encumbrances under any agreement to which Regulus or its Affiliate is a party including, without limitation, any payment obligations (collectively, “Target Encumbrances”), then Regulus shall, prior to the expiry of the aforesaid 30 Business Day period, specify to AstraZeneca in writing all such Target Encumbrances. Before such Proposed Target can become the Oncology Target, (1) AstraZeneca must agree in writing to assume all Target Encumbrances for such Proposed Oncology Target other than payment obligations, andand (2) with respect to Target Encumbrances that are payment obligations (“Payment Target Encumbrances”), (I) if such Payment Target Encumbrances are in an Existing Regulus Agreement, Regulus shall be solely responsible for such Payment Target Encumbrances, and such Payment Target Encumbrances shall be deemed part of Regulus’ payment obligations under Existing Regulus Agreements under this Agreement, and (II) if such Payment Target Encumbrances are not in an Existing Regulus Agreement, then before the Proposed Oncology Target can become an Oncology Target, the Parties must agree in writing on an equitable division of such Payment Target Encumbrances. If Regulus fails to notify AstraZeneca of any Payment Target Encumbrances with respect to a Proposed Oncology Target, such unnotified Payment Target Encumbrances will remain the responsibility of Regulus.