Limited Liability Company Agreement
Regulus Therapeutics LLC
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Regulus Therapeutics LLC, a Delaware limited liability company (the “Company”), is entered into as of September 6, 2007 (the “Effective Date”) by and among the Company, Alnylam Pharmaceuticals, Inc., a Delaware corporation (“Alnylam”), and Isis Pharmaceuticals, Inc., a Delaware corporation (“Isis,” and together with Alnylam, the “Members”).
W I T N E S S E T H:
WHEREAS, the Members desire to form a joint venture to discover, develop manufacture and commercialize miRNA Therapeutics (the “Joint Venture”);
WHEREAS, in connection therewith and on the Effective Date, the Members and the Company are entering into the following agreements, in each case as more particularly and more fully set forth therein: (a) the License Agreement; and (b) the Services Agreement;
WHEREAS, a Certificate of Formation for the Company, a limited liability company organized under the laws of the State of Delaware, was filed with the Delaware Secretary of State on September 5, 2007 (the “Certificate”); and
WHEREAS, the Members desire to enter into this Agreement to provide for their respective rights, powers, duties and obligations as Members, as well as for the management, operations and activities of the Company going forward;
NOW, THEREFORE, the Members by this Agreement set forth the limited liability company agreement for the Company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq. – as amended from time to time, the “Act”), upon the following terms and conditions:
Definitions; Representations and Warranties
Except as otherwise defined throughout this Agreement, as used herein the capitalized terms appearing in Schedule 1 will have the meanings set forth therein. Each Member represents and warrants to the other Member and the Company that the statements set forth in Schedule 2 with respect to such Member are true and correct as of the Effective Date.
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