Product Development and Commercialization Agreement Sample Contracts

RECITALS:
Product Development and Commercialization Agreement • January 17th, 2006 • Elite Pharmaceuticals Inc /De/ • Pharmaceutical preparations • New York
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EX-10.12 16 d237820dex1012.htm PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT EXECUTION VERSION
Product Development and Commercialization Agreement • May 5th, 2020 • Delaware

CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN GLAXO GROUP LIMITED AND REGULUS THERAPEUTICS LLC
Product Development and Commercialization Agreement • September 18th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations • Delaware

GlaxoSmithKline and Regulus Therapeutics Form Strategic Alliance To Develop MicroRNA Targeted Therapeutics to Treat Inflammatory Diseases

AMENDMENT NO. 1 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 1 (“Amendment”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) entered into and made effective as of the 22nd day of August, 2006 by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment effective date of September 30th, 2007 (the “Amendment Effective Date”). All capitalized terms not expressly defined in this Amendment shall have the meanings given to them in the Agreement.

COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • November 2nd, 2006 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research

This Amendment No. 1 (this “Amendment”), effective as of August 1, 2006 (the “Amendment Effective Date”), is entered into by and between SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporation having a principal place of business at One Franklin Plaza, 200 N 16th Street, Philadelphia, PA 19102 (“SB Corp”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GGL”), SB Corp and GGL being collectively referred to hereinafter as “GSK”; and Pharmacopeia Drug Discovery, Inc., a Delaware corporation having a principal place of business at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512 (“Pharmacopeia”). Pharmacopeia and GSK are each referred to herein by name or as a “Party” or, collectively, as the “Parties.” The Parties do hereby enter into this Amendment in order to amend that certain Product Development and C

AMENDMENT #5 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • June 26th, 2013 • Regulus Therapeutics Inc. • Pharmaceutical preparations

This Amendment (this “Amendment”) is entered into and made effective as of June 6, 2013 (the “Amendment Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 USA (“Regulus”) and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at 980 Great West Road, Brentford, Middlesex TW8 9GS, England (“GSK”).

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN SMITHKLINE BEECHAM CORPORATION, D/B/A GLAXOSMITHKLINE AND GLAXO GROUP LIMITED AND TARGACEPT, INC.
Product Development and Commercialization Agreement • November 9th, 2007 • Targacept Inc • Pharmaceutical preparations • Delaware

This PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is entered into and made effective as of the 27th day of July 2007 (the “Effective Date”) by and between Targacept, Inc., a Delaware corporation having its principal place of business at 200 East First Street, Winston-Salem, North Carolina 27101 (“Targacept”), on the one hand, and SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporation having a principal place of business at One Franklin Plaza, Philadelphia, PA 19101 (“SB”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GGL”), on the other hand. SB and GGL are referred to herein collectively as “GSK.” Targacept and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

NOTE: CERTAIN PORTIONS OF THE EXHIBITS TO THIS LETTER AGREEMENT, WHICH ARE IDENTIFIED BY THE SYMBOL “[* *]”, HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
Product Development and Commercialization Agreement • August 12th, 2003 • Pozen Inc /Nc • Pharmaceutical preparations

We refer to that certain Product Development and Commercialization Agreement, dated as of the date hereof (the “Agreement”), by and between POZEN INC., a Delaware corporation (“POZEN”), and Glaxo Group Ltd., a corporation organized under the laws of England, doing business as GlaxoSmithKline (“GSK”). Capitalized terms used but not otherwise defined herein will have the meanings assigned to such terms in the Agreement. In connection with the execution and delivery of the Agreement and the consideration set forth therein, POZEN and GSK hereby enter into this Letter Agreement and agree as follows:

AMENDMENT NO. 2 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 2 (“Amendment No. 2”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22nd day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007 (the “Agreement”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 2 effective date of 6th day of October, 2008 (the “Amendment No. 2 Effective Date”).

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN GLAXO GROUP LIMITED AND REGULUS THERAPEUTICS LLC
Product Development and Commercialization Agreement • August 11th, 2008 • Isis Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

GlaxoSmithKline and Regulus Therapeutics Form Strategic Alliance To Develop MicroRNA Targeted Therapeutics to Treat Inflammatory Diseases

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT AMONG SMITHKLINE BEECHAM CORPORATION DOING BUSINESS AS GLAXOSMITHKLINE, GLAXO GROUP LIMITED AND PHARMACOPEIA DRUG DISCOVERY, INC. DATED AS OF
Product Development and Commercialization Agreement • May 12th, 2006 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware

THIS PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT is made as of the 24th day of March, 2006 (the “EFFECTIVE DATE”) by and between SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporation having a principal place of business at One Franklin Plaza, 200 N 16th Street, Philadelphia, PA 19102 (“SB Corp”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GGL”), SB Corp and GGL being collectively referred to hereinafter as “GSK”; and Pharmacopeia Drug Discovery, Inc., a Delaware corporation having a principal place of business at 3000 Eastpark Boulevard, Cranbury, New Jersey 08512 (“Pharmacopeia”). Pharmacopeia and GSK are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”

AMENDMENT #4 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations

This Amendment (this “Amendment”) is entered into and made effective as of 29 June 2012 (the “Amendment Date”) by and between Regulus Therapeutics, Inc., a Delaware corporation having its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 (“Regulus”) and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”).

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • November 8th, 2004 • Pozen Inc /Nc • Pharmaceutical preparations

CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR THE REDACTED PORTIONS OF THE AGREEMENT THAT ARE MARKED WITH ASTERISKS AND BRACKETS ([***]). A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

AMENDMENT NO. 3 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 3 (“Amendment No. 3”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22nd day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007, and by Amendment No. 2 effective as of the 6th day of October, 2008 (the “Agreement”), by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 3 effective date of August 22nd, 2009 (the “Amendment No. 3 Effective Date”).

BETWEEN
Product Development and Commercialization Agreement • November 7th, 1997 • Aradigm Corp • Electromedical & electrotherapeutic apparatus • New York
FIRST AMENDMENT TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN SMITHKLINE BEECHAM CORPORATION D/B/A GLAXOSMITHKLINE AND EXELIXIS, INC. DATED AS OF OCTOBER 28, 2002
Product Development and Commercialization Agreement • March 15th, 2005 • Exelixis Inc • Services-commercial physical & biological research

This FIRST AMENDMENT (the “First Amendment”) is entered into as of January 10, 2005 (the “First Amendment Effective Date”), by and between SMITHKLINE BEECHAM CORPORATION, a Pennsylvania corporation, doing business as GlaxoSmithKline (“GSK”), and EXELIXIS, INC., a Delaware corporation (“EXEL”). EXEL and GSK are each referred to herein individually as a “Party” or, collectively, as the “Parties.”

AMENDMENT NO. 5 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 5 (“Amendment No. 5”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22nd day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007, by Amendment No. 2 effective as of the 6th day of October 2008, by Amendment No. 3 effective as of the 22nd day of August 2009, and by Amendment No. 4 effective as of the 26th day of February, 2010 (the “Agreement”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 5 effective date of November 15, 2010 (the “Amendment

GLAXO HEADER] June , 2003
Product Development and Commercialization Agreement • November 8th, 2004 • Pozen Inc /Nc • Pharmaceutical preparations • Delaware

We refer to that certain Product Development and Commercialization Agreement, dated as of the date hereof (the “Agreement”), by and between POZEN INC., a Delaware corporation (“POZEN”), and Glaxo Group Ltd., a corporation organized under the laws of England, doing business as GlaxoSmithKline (“GSK”). Capitalized terms used but not otherwise defined herein will have the meanings assigned to such terms in the Agreement. In connection with the execution and delivery of the Agreement and the consideration set forth therein, POZEN and GSK hereby enter into this Letter Agreement and agree as follows:

AMENDMENT NO. 2 TO PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • November 9th, 2009 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AMENDMENT NO. 2 TO PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) amends the Product Development and Commercialization Agreement dated as of March 24, 2006, as the same may have been amended from time to time (the “Agreement”), by and among SmithKline Beecham Corporation, doing business as GlaxoSmithKline, a Pennsylvania corporation (“SB Corp”), Glaxo Group Limited, a company existing under the laws of England and Wales (“GGL”, and collectively with SB Corp referred to hereinafter as “GSK”) and Pharmacopeia, LLC, as successor to Pharmacopeia Drug Discovery, Inc., a Delaware limited liability company (“Pharmacopeia”), effective as of the date set forth on the signature page below.

FIRST AMENDMENT TO PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • November 6th, 2014 • Pozen Inc /Nc • Pharmaceutical preparations

This First Amendment to Product Development and Commercialization Agreement (this "Amendment") is executed as of the 13th day of May, 2014, by and among POZEN Inc., a Delaware corporation ("POZEN") and Pernix Therapeutics Holdings, Inc., a Maryland corporation ("Pernix"). Unless otherwise indicated, capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement (as defined below).

AMENDMENT #3 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations

This AMENDMENT #3 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Amendment No. 3”) is entered into and made effective as of the 30th day of June 2011 (the “Amendment No. 3 Effective Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 3545 John Hopkins Court, Suite 210, San Diego, CA 92121 (“Regulus”) and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Regulus and GSK are each referred to herein by name of as a “Party” or, collectively, as the “Parties”.

SECOND AMENDMENT TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN SMITHKLINE BEECHAM CORPORATION D/B/A GLAXOSMITHKLINE AND EXELIXIS, INC. DATED AS OF OCTOBER 28, 2002.
Product Development and Commercialization Agreement • August 5th, 2008 • Exelixis Inc • Services-commercial physical & biological research

This SECOND AMENDMENT (the “Second Amendment”) is entered into as of June 13, 2008 (the “Second Amendment Effective Date”), by and between SMITHKLINE BEECHAM CORPORATION, a Pennsylvania corporation, doing business as GlaxoSmithKline (“GSK”), and EXELIXIS, INC., a Delaware corporation (“EXEL”). EXEL and GSK are each referred to herein individually as a “Party” or, collectively, as the “Parties.”

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AMENDMENT #1 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations

This AMENDMENT #1 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is entered into and made effective as of the 24th day of February 2010 (the “Amendment Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 1896 Rutherford Road, Carlsbad, CA 92008 (“Regulus”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Regulus and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT BETWEEN GLAXO GROUP LIMITED and CHEMOCENTRYX, INC.
Product Development and Commercialization Agreement • December 20th, 2007 • ChemoCentryx, Inc. • Pharmaceutical preparations • Delaware

This PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is entered into and made effective as of the 22nd day of August, 2006 (the “Effective Date”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”). ChemoCentryx and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

AMENDMENT #1 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • May 7th, 2010 • Isis Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This AMENDMENT #1 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is entered into and made effective as of the 24th day of February 2010 (the “Amendment Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 1896 Rutherford Road, Carlsbad, CA 92008 (“Regulus”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Regulus and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

COMMERCIALIZATION AGREEMENT BETWEEN
Product Development and Commercialization Agreement • August 6th, 2013 • Exelixis, Inc. • Services-commercial physical & biological research • New York

THIS PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT is made as of the 28th day of October, 2002 (the “Effective Date”) by and between Exelixis, Inc., a Delaware corporation (“EXEL”), and SmithKline Beecham Corporation, a Pennsylvania corporation, doing business as GlaxoSmithKline (“GSK”). EXEL and GSK are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”

AMENDMENT NO. 4 to PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • October 14th, 2011 • ChemoCentryx, Inc. • Pharmaceutical preparations

This Amendment No. 4 (“Amendment No. 4”) to that certain PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT entered into and made effective as of the 22” day of August, 2006, and as amended by Amendment No. 1 effective as of the 30th day of September, 2007, by Amendment No. 2 effective as of the 6th day of October 2008, and by Amendment No. 3 effective as of the 22” day of August 2009 (the “Agreement”) by and between ChemoCentryx, Inc., a Delaware corporation having its principal place of business at 850 Maude Avenue, Mountain View, CA 94043 (“ChemoCentryx”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (referred to herein as “GSK”), collectively, the “Parties”, is hereby entered into by the Parties with an Amendment No. 4 effective date of February 26, 2010 (the “Amendment No. 4 Effective Date”).

SECOND AMENDMENT TO PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • November 6th, 2014 • Pozen Inc /Nc • Pharmaceutical preparations

This Second Amendment to Product Development and Commercialization Agreement (this "Amendment") is executed as of the 30th day of July, 2014 by and among POZEN Inc., a Delaware corporation ("POZEN''), Pemix Therapeutics Holdings, Inc., a Maryland corporation ("PerniX'), and Worrigan Limited, a private limited liability company formed under the laws of the Republic of Ireland ("Pernix Ireland"). Unless otherwise indicated, capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Agreement (as defined below).

PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • August 12th, 2003 • Pozen Inc /Nc • Pharmaceutical preparations • North Carolina

THIS PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is executed as of June 11, 2003 (“Execution Date”) by and between POZEN INC., a Delaware corporation (“POZEN”), and Glaxo Group Ltd., a corporation organized under the laws of England, doing business as GlaxoSmithKline (“GSK”). POZEN and GSK are sometimes referred to herein each individually as a “Party” and collectively as the “Parties.”

AMENDMENT #2 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Product Development and Commercialization Agreement • August 17th, 2012 • Regulus Therapeutics Inc. • Pharmaceutical preparations

This AMENDMENT #2 TO THE PRODUCT DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”) is entered into and made effective as of the 16th day of June 2010 (the “Amendment Date”) by and between Regulus Therapeutics Inc., a Delaware corporation having its principal place of business at 1896 Rutherford Road, Carlsbad, CA 92008 (“Regulus”), and Glaxo Group Limited, a company existing under the laws of England and Wales, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). Regulus and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties.”

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