Common use of During Consolidation Period Clause in Contracts

During Consolidation Period. For so long as (1) Isis’ independent auditors advise Isis that Isis should consolidate Regulus’ financial statements with Isis’ financial statements or (2) Regulus is using Isis’ financial systems (the “Consolidation Period”) Regulus will do the following: (i) Commencing with respect to the fiscal year ending December 31, 2008, and for each fiscal year during the term hereof, the Company will deliver or mail to each Founding Investor the audited annual financial statements of the Company at least [***] ([***]) [***] prior to the earliest date by which either Founding Investor is required to file its annual report on Form 10-K for such fiscal year (or such earlier time as may be required by either Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC), which financial statements will have been prepared in accordance with U.S. generally accepted accounting principles. (ii) For each fiscal quarter during the term hereof, the Company will deliver or mail to each Founding Investor an unaudited balance sheet of the Company as at the end of such quarter and unaudited statements of income and cash flows of the Company for such quarter and for the current fiscal year to the end of such fiscal quarter within [***] ([***]) days after the end of each fiscal quarter of the Company (or such earlier time as may be required by a Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iii) Commencing with the month ending on January 31, 2009, the Company will deliver to each Founding Investor an unaudited balance sheet of the Company as at the end of such month and unaudited statements of income and of cash flows of the Company for such month and for the current fiscal year to the end of such month promptly following the Company’s completion of the review of its financial statements for such month (other than the last month of any fiscal quarter) (or such earlier time as may be required by a Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iv) The income statements and balance sheets referred to in this Section 3.1 will be accompanied by the report thereon, if any, of any independent accountants engaged by the Company or by the certificate of the President that such financial statements were prepared without audit from the books and records of the Company. (v) The Company will use the same accounting firm as Isis uses to audit its financial statements. (vi) The Company’s principal executive officer and principal financial officer, or persons performing similar functions, will provide certifications to Isis corresponding to those required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and the Company will provide to Isis an attestation report of its auditors with respect to the Company’s internal controls, as may be requested by Isis’ external auditors. (vii) If after reasonable discussions in good faith, the Company’s audit committee and Isis’ audit committee cannot resolve any dispute with respect to accounting policies and practices for the Company’s financial reporting, the Parties agree that they will apply the accounting policy or practice proposed by Isis’ audit committee.

During Consolidation Period. For so long as (1) Isis’ independent auditors advise Isis that Isis should consolidate Regulus’ financial statements with Isis’ financial statements or (2) Regulus is using Isis’ financial systems (the “Consolidation Period”) Regulus will do the following: (i) Commencing with respect to the fiscal year ending December 31, 2008, and for each fiscal year during the term hereof, the Company will deliver or mail to each Founding Investor the audited annual financial statements of the Company at least [...***] ([***]) [***...] prior to the earliest date by which either Founding Investor is required to file its annual report on Form 10-K for such fiscal year (or such earlier time as may be required by either Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC), which financial statements will have been prepared in accordance with U.S. generally accepted accounting principles. (ii) For each fiscal quarter during the term hereof, the Company will deliver or mail to each Founding Investor an unaudited balance sheet of the Company as at the end of such quarter and unaudited statements of income and cash flows of the Company for such quarter and for the current fiscal year to the end of such fiscal quarter within [...***...] ([***]) days after the end of each fiscal quarter of the Company (or such earlier time as may be required by a Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iii) Commencing with the month ending on January 31, 2009, the Company will deliver to each Founding Investor an unaudited balance sheet of the Company as at the end of such month and unaudited statements of income and of cash flows of the Company for such month and for the current fiscal year to the end of such month promptly following the Company’s completion of the review of its financial statements for such month (other than the last month of any fiscal quarter) (or such earlier time as may be required by a Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iv) The income statements and balance sheets referred to in this Section 3.1 will be accompanied by the report thereon, if any, of any independent accountants engaged by the Company or by the certificate of the President that such financial statements were prepared without audit from the books and records of the Company. (v) The Company will use the same accounting firm as Isis uses to audit its financial statements. (vi) The Company’s principal executive officer and principal financial officer, or persons performing similar functions, will provide certifications to Isis corresponding to those required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and the Company will provide to Isis an attestation report of its auditors with respect to the Company’s internal controls, as may be requested by Isis’ external auditors. (vii) If after reasonable discussions in good faith, the Company’s audit committee and Isis’ audit committee cannot resolve any dispute with respect to accounting policies and practices for the Company’s financial reporting, the Parties agree that they will apply the accounting policy or practice proposed by Isis’ audit committee.

During Consolidation Period. For so long as (1) IsisIonis’ independent auditors advise Isis Ionis that Isis Ionis should consolidate Regulus’ the Company’s financial statements with IsisIonis’ financial statements or (2) Regulus Company is using IsisIonis’ financial systems (the “Consolidation Period”) Regulus the Company will do the following: (i) Commencing with respect to the fiscal year ending December 31, 20082017, and for each fiscal year during the term hereof, the Company will deliver to Ionis the annual or mail to each Founding Investor the audited annual quarterly, as applicable, financial statements of the Company at least [***] ([***]including the items listed in Section 2 of Exhibit B hereto) [***] prior in sufficient time to the earliest date by which either Founding Investor is required allow Ionis to review in an orderly fashion, consolidate and have its audit or review, as applicable, completed such that it may timely file its annual report on Form 10-K for such fiscal year (or such earlier time as may be required by either Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of quarterly reports on Form 10-Q with the SEC), which financial statements will have been prepared in accordance with U.S. generally accepted accounting principles. Each of the Company and Ionis shall cause their respective chief financial officers to mutually agree on an annual basis or otherwise from time to time on the timelines anticipated by this clause (i), and in the event such individuals are unable to reach resolution on any matter anticipated by this clause (i), each of the Company and Ionis shall cause their respective chairperson of their audit committee to resolve the dispute, each acting in good faith. (ii) For each fiscal quarter during the term hereof, the Company will deliver or mail to each Founding Investor an unaudited balance sheet of the Company as at the end of such quarter and unaudited statements of income and cash flows of the Company for such quarter and for the current fiscal year to the end of such fiscal quarter within [***] ([***]) days after the end of each fiscal quarter of the Company (or such earlier time as may be required by a Founding Investor to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iii) Commencing with the month ending on January 31, 2009, 2018 the Company will deliver to each Founding Investor an Ionis unaudited balance sheet of the Company as at the end of such month and unaudited financial statements of income and of cash flows of the Company for such month and for the current fiscal year to the end of such month promptly following the Company’s completion of the review of its financial statements for such month (other than the last month of any fiscal quarter) (or such earlier time as may be required by a Founding Investor Ionis to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iviii) The income financial statements and balance sheets referred to in this Section 3.1 will be accompanied by the report thereon, if any, of any independent accountants engaged by the Company or by the certificate of the President CEO that such financial statements were prepared without audit from the books and records of the Company. (viv) The Company will use the same accounting auditing firm and tax advisors as Isis Ionis uses. For clarity, the Company may hire its own auditing and tax teams so long as the Company uses to audit its financial statementsthe same firms as Ionis uses. (viv) The Company’s principal executive officer and principal financial officer, or persons performing similar functions, will provide certifications to Isis Ionis corresponding to those required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 20022002 for each period Ionis is required to provide these certifications in its SEC filings. At the time the Company provides Ionis with its annual audited financial statements, and the Company will also provide to Isis Ionis an attestation report of its auditors with respect to the Company’s internal controls, as may be requested by IsisIonis’ external auditors. The Company will provide Ionis with management’s report of assessment and effectiveness of the Company’s internal controls. (viivi) If after reasonable discussions in good faith, the Company’s audit committee and IsisIonis’ audit committee cannot resolve any dispute with respect to accounting policies and practices for the Company’s financial reporting, the Parties parties agree that they will apply the accounting policy or practice proposed by IsisIonis’ audit committee.

During Consolidation Period. For so long as (1) Isis’ independent auditors advise Isis that Isis should consolidate Regulus’ Company’s financial statements with Isis’ financial statements or (2) Regulus Company is using Isis’ financial systems (the “Consolidation Period”) Regulus Company will do the following: (i) Commencing with respect to the fiscal year ending December 31, 20082015, and for each fiscal year during the term hereof, the Company will deliver or mail to each Founding Investor Isis the audited annual financial statements of the Company at least [***] three ([***]3) [***] weeks prior to the earliest date by which either Founding Investor Isis is required to file its annual report on Form 10-K for such fiscal year (or such earlier time as may be required by either Founding Investor Isis to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC), which financial statements will have been prepared in accordance with U.S. generally accepted accounting principles. (ii) For each fiscal quarter during the term hereof, the Company will deliver or mail to each Founding Investor Isis an unaudited balance sheet of the Company as at the end of such quarter and unaudited statements of income and cash flows of the Company for such quarter and for the current fiscal year to the end of such fiscal quarter within [***] fourteen ([***]14) days after the end of each fiscal quarter of the Company (or such earlier time as may be required by a Founding Investor Isis to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iii) Commencing with the month ending on January December 31, 2009, 2015 the Company will deliver to each Founding Investor Isis an unaudited balance sheet of the Company as at the end of such month and unaudited statements of income and of cash flows of the Company for such month and for the current fiscal year to the end of such month promptly following the Company’s completion of the review of its financial statements for such month (other than the last month of any fiscal quarter) (or such earlier time as may be required by a Founding Investor Isis to satisfy its reporting obligations under law, including without limitation, the rules and regulations of the SEC). (iv) The income statements and balance sheets referred to in this Section 3.1 will be accompanied by the report thereon, if any, of any independent accountants engaged by the Company or by the certificate of the President that such financial statements were prepared without audit from the books and records of the Company. (v) The Company will use the same accounting firm firm, accountants, and tax advisors as Isis uses to audit its financial statementsuses. (vi) The Company’s principal executive officer and principal financial officer, or persons performing similar functions, will provide certifications to Isis corresponding to those required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, and the Company will provide to Isis an attestation report of its auditors with respect to the Company’s internal controls, as may be requested by Isis’ external auditors. (vii) If after reasonable discussions in good faith, the Company’s audit committee and Isis’ audit committee cannot resolve any dispute with respect to accounting policies and practices for the Company’s financial reporting, the Parties parties agree that they will apply the accounting policy or practice proposed by Isis’ audit committee.