Common use of Challenges of Patent Rights Clause in Contracts

Challenges of Patent Rights. If, during the Term, either Party (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement or (b) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party shall have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging Party that the other Party may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] following such notice (or such longer period as the other Party may designate in such notice), and, unless such challenging Party withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] period, the other Party shall have the right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party under this Agreement that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisition.

Challenges of Patent Rights. If, during In the Term, either event that a Party (the “Challenging Party”) or any of its Related Parties (a) commences or participates in any action or proceeding (including any patent opposition or opposition, re-examination or any other pre- or post-grant challenge or proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of the other Party’s Patent Rights that are licensed to (such challenging Party under this Agreement or (b) actively assists any other Person in bringing or prosecuting any an action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19331934. proceeding, AS AMENDED. claim a “Challenge”) of any of the other Party’s Patent Rights that are licensed to such challenging Challenging Party by the other Party (the “Licensor Party”) under this Agreement (each of (a) and or any claim thereof or (b)) actively assists any other person or entity in bringing or prosecuting any action or proceeding (including any patent opposition, a “re-examination or any other pre- or post-grant challenge or proceeding) challenging or denying the validity or enforceability of any of such Patent Challenge”)Rights or any claim thereof, then, to the extent permitted by the applicable Laws, the other then (i) such Challenging Party shall have the right, exercisable give notice thereof to such Licensor Party within [***] following receipt days of notice regarding taking such Patent Challengeaction or of learning that its Related Party has taken such action, and (ii) such Licensor Party will have the right, in its sole discretion, to give notice to such challenging Challenging Party that the other Party may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] will terminate thirty (30) days following such notice (or such longer period as the other such Licensor Party may designate in such notice), and, unless unless, with respect to a challenge brought by such challenging Challenging Party, such Challenging Party withdraws or causes withdraws, or, with respect to a challenge brought by its Affiliates, causes, or, with respect to a challenge brought by its Sublicensee, uses Commercially Reasonable Efforts to cause, to be withdrawn withdrawn, all such challenge(s) within such thirty (30)-day (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challengelonger) within such [***] period, this Agreement will so terminate. Notwithstanding the other foregoing, in such event, MedCo, as the Licensor Party shall have the right to under this Agreement, may only terminate the license(s) licenses it has granted under this Agreement to under such Patent Right(s) to such challenging Alnylam as the Challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that are the subject of the Challenge. In the event that such Licensor Party is licensed not permitted under Law to terminate this Agreement such challenging Party that the licenses with respect to all the Patent Rights under this Agreement are terminated, then the Parties agree to construe this provision to permit such Licensor Party to terminate only the licenses to that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense portion of such assertion, or (ii) Patent Rights with respect to any Patent Challenge commenced by a Third which such Licensor Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only may terminate consistent with respect to Patent Challenges commenced prior to the closing of such acquisitionLaw.

Challenges of Patent Rights. If, during In the Term, either event that a Party (the “Challenging Party”) or any of its Related Parties (a) commences or participates in any action or proceeding (including any patent opposition or opposition, re-examination or any other pre- or post-grant challenge or proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability (such an action or proceeding, a “Challenge”) of any claim of the other Party’s Patent Rights that are licensed to such challenging Challenging Party by the other Party (the “Licensor Party”) under this Agreement or any claim thereof or (b) actively assists any other Person person or entity in bringing or prosecuting any action or proceeding (including any patent opposition or opposition, re-examination or any other pre- or post-grant challenge or proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. claim of the other Party’s such Patent Rights that are licensed or any claim thereof, then (i) such Challenging Party shall give notice thereof to such challenging Licensor Party under this Agreement (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party shall have the right, exercisable within [***] following receipt days of notice regarding taking such Patent Challengeaction or of learning that its Related Party has taken such action, and (ii) such Licensor Party will have the right, in its sole discretion, to give notice to such challenging Challenging Party that the other Party may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] will terminate thirty (30) days following such notice (or such longer period as the other such Licensor Party may designate in such notice), and, unless unless, with respect to a challenge brought by such challenging Challenging Party, such Challenging Party withdraws or causes withdraws, or, with respect to a challenge brought by 50 its Affiliates, causes, or, with respect to a challenge brought by its Sublicensee, uses Commercially Reasonable Efforts to cause, to be withdrawn withdrawn, all such challenge(s) within such thirty (30)-day (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challengelonger) within such [***] period, this Agreement will so terminate. Notwithstanding the other foregoing, in such event, MedCo, as the Licensor Party shall have the right to under this Agreement, may only terminate the license(s) licenses it has granted under this Agreement to under such Patent Right(s) to such challenging Alnylam as the Challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that are the subject of the Challenge. In the event that such Licensor Party is licensed not permitted under Law to terminate this Agreement such challenging Party that the licenses with respect to all the Patent Rights under this Agreement are terminated, then the Parties agree to construe this provision to permit such Licensor Party to terminate only the licenses to that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense portion of such assertion, or (ii) Patent Rights with respect to any Patent Challenge commenced by a Third which such Licensor Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only may terminate consistent with respect to Patent Challenges commenced prior to the closing of such acquisitionLaw.

Challenges of Patent Rights. If, during In the Term, either event that a Party (the “Challenging Party”) or any of its Related Parties (a) commences or participates in any action or proceeding (including any patent opposition or opposition, re-examination or any other pre- or post-grant challenge or proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability (such an action or proceeding, a “Challenge”) of any claim of the other Party’s Patent Rights that are licensed to such challenging Challenging Party by the other Party (the “Licensor Party”) under this Agreement or any claim thereof or (b) actively assists any other Person person or entity in bringing or prosecuting any action or proceeding (including any patent opposition or opposition, re-examination or any other pre- or post-grant challenge or proceeding) challenging or denying the validity or enforceability of any of such Patent Rights or any claim thereof, then (i) such Challenging Party shall give notice thereof to such Licensor Party within [***] days of taking such action or of learning that its Related Party has taken such action, and (ii) such Licensor Party will have the right, in its sole discretion, to give notice to such Challenging Party that this Agreement will CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED1934. claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement terminate thirty (each of (a30) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party shall have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging Party that the other Party may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] days following such notice (or such longer period as the other such Licensor Party may designate in such notice), and, unless unless, with respect to a challenge brought by such challenging Challenging Party, such Challenging Party withdraws or causes withdraws, or, with respect to a challenge brought by its Affiliates, causes, or, with respect to a challenge brought by its Sublicensee, uses Commercially Reasonable Efforts to cause, to be withdrawn withdrawn, all such challenge(s) within such thirty (30)-day (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challengelonger) within such [***] period, this Agreement will so terminate. Notwithstanding the other foregoing, in such event, MedCo, as the Licensor Party shall have the right to under this Agreement, may only terminate the license(s) licenses it has granted under this Agreement to under such Patent Right(s) to such challenging Alnylam as the Challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that are the subject of the Challenge. In the event that such Licensor Party is licensed not permitted under Law to terminate this Agreement such challenging Party that the licenses with respect to all the Patent Rights under this Agreement are terminated, then the Parties agree to construe this provision to permit such Licensor Party to terminate only the licenses to that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense portion of such assertion, or (ii) Patent Rights with respect to any Patent Challenge commenced by a Third which such Licensor Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only may terminate consistent with respect to Patent Challenges commenced prior to the closing of such acquisitionLaw.

Challenges of Patent Rights. If, during the Term, either Party Genzyme or any of its Affiliates (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any Alnylam Product-Specific Patent or any claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement thereof or (b) actively assists any other Person or entity in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any Alnylam Product-Specific Patent for a Co-Co Licensed Product or any claim thereof (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, Alnylam shall have the right, exercisable within sixty (60) days following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to Genzyme that Alnylam may terminate these Co-Co Licensed Terms with respect to the Co-Co Licensed Product Covered by the Alnylam Product-Specific Patent that is the subject of the Patent Challenge (which termination will be effective ninety (90) days following such notice (or such longer period as Alnylam may designate in such notice)), and, unless Genzyme or such Affiliate withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that Genzyme or Genzyme’s Affiliates do not have the power to unilaterally withdraw or cause to be withdrawn, Genzyme and Genzyme’s Affiliates cease actively assisting any other party to such Patent Challenge and, to the extent Genzyme or a Genzyme Affiliate is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such ninety (90)-day period, Alnylam will have the right to terminate these Co-Co License Terms with respect to such Co-Co Licensed Product by providing written notice thereof to Genzyme. The foregoing sentence shall not apply with respect to (i) any Alnylam Product-Specific Patent that Alnylam first asserts against Genzyme or any of its CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED1934. claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party shall have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging Party that the other Party may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] following such notice (or such longer period as the other Party may designate in such notice), and, unless such challenging Party withdraws or causes to be withdrawn all such challenge(s) (or in the case of exCO-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] period, the other Party shall have the right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party under this Agreement that the other Party first asserts against such challenging Party or any of its CO LICENSE TERMS Affiliates where the Patent Challenge is made in defense of such assertion, assertion or (ii) with respect to any Patent Challenge commenced by a Third Party that that, after the Effective Date Date, acquires or is acquired by a Party Genzyme or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisition.

Challenges of Patent Rights. If, during If a Party or any of its Related Parties (the Term, either Party “Challenging Party”) (ai) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of the Patent Rights of the other Party’s Party (i.e., the Patent Rights that are licensed to such challenging Party under this Agreement included in the Alnylam Technology or the Patent Rights included in the Cubist Technology, as the case may be), or any claim thereof, or (bii) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. claim of the such other Party’s Patent Rights that are licensed to such challenging Party under this Agreement (each of (a) and (b)or any claim thereof, a “Patent Challenge”), then, to the extent permitted by the applicable Laws, then the other Party shall (the “Non-Challenging Party”) will have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging the Challenging Party that the other Party may terminate the license(s) licenses granted to under such the Challenging Party with respect to all or any portion of the Non-Challenging Party’s Patent Right(sRights included in the Alnylam Technology or the Cubist Technology (as the case may be) to such challenging Party pursuant to this Agreement will terminate [***] following after such notice (or such longer period as the other Non-Challenging Party may designate in such notice), and, unless such challenging the Challenging Party withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] periodperiod (or such longer period as is designated by the Non-Challenging Party), the other Party shall have the right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Partylicense rights will so terminate. The foregoing sentence provisions of this Section 11.2(c) notwithstanding, if (x) Alnylam is the Non-Challenging Party, (y) Alnylam does not elect to terminate this Agreement pursuant to this Section 11.2(c), and (z) the patent challenge is unsuccessful, then (1) [**]. Notwithstanding anything in this Section 11.2(c) to the contrary, a challenge by Cubist as to whether a patent application was filed by Alnylam in good faith for purposes of the definition of Valid Claim shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party be considered a challenge for which Alnylam can exercise its rights under this Agreement that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisitionSection 11.2(c).

Challenges of Patent Rights. If, If during the Term, either Party Term Genzyme or any of its Affiliates (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any Alnylam Patent or any claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement thereof or (b) actively assists any other Person person or entity in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. claim of the other Party’s such Patent Rights that are licensed to such challenging Party under this Agreement or any claim thereof (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party Alnylam shall have the right, exercisable within [***] days following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging Party Genzyme that the other Party Alnylam may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] ninety (90) days following such notice (or such longer period as the other Party Alnylam may designate in such notice), and, unless Genzyme or such challenging Party Affiliate withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does Genzyme or Genzyme’s Affiliates do not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases Genzyme and Genzyme’s Affiliates cease actively assisting any other party to such Patent Challenge and, to the extent such challenging Party Genzyme or a Genzyme Affiliate is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] ninety (90)-day period, the other Party shall Alnylam will have the right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to the this Agreement by providing written notice thereof to such challenging PartyGenzyme. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Alnylam Patent Rights that is licensed to such challenging Party under this Agreement that the other Party Alnylam first asserts against such challenging Party Genzyme or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party Genzyme or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisition.

Challenges of Patent Rights. If, during the Term, either Party Genzyme or any of its Affiliates (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any Alnylam Product-Specific Patent or any claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement thereof or (b) actively assists any other Person or entity in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any Alnylam Product-Specific Patent for a Regional Licensed Product or any claim thereof (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, Alnylam shall have the right, exercisable within sixty (60) days following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to Genzyme that Alnylam may terminate these Regional Licensed Terms with respect to the Regional Licensed Product Covered by the Alnylam Product-Specific Patent that is the subject of the Patent Challenge (which termination will be effective ninety (90) days following such notice (or such longer period as Alnylam may designate in such notice)), and, unless Genzyme or such Affiliate withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that Genzyme or Genzyme’s Affiliates do not have the power to unilaterally withdraw or cause to be withdrawn, Genzyme and Genzyme’s Affiliates cease actively assisting any other party to such Patent Challenge and, to the extent Genzyme or a Genzyme Affiliate is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such ninety (90)-day period, Alnylam will have the right to terminate these Regional License Terms with respect to such Regional Licensed Product by providing written notice thereof to Genzyme. The foregoing sentence shall not apply with respect to (i) any Alnylam Product-Specific Patent that Alnylam first asserts against Genzyme or any of its Affiliates where the Patent Challenge is made in defense of such assertion or (ii) any Patent Challenge commenced by a Third Party that, after the Effective Date, acquires or is acquired by Genzyme or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisition. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED1934. claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party shall have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging Party that the other Party may terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] following such notice (or such longer period as the other Party may designate in such notice), and, unless such challenging Party withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] period, the other Party shall have the right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party under this Agreement that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisition.REGIONAL LICENSE TERMS

Challenges of Patent Rights. If, during the Term, either Party AbbVie or any of its Affiliates (a) commences or participates as a party in any claim, demand, action or proceeding before any administrative or regulatory body (including any patent opposition or opposition, re-examination or invalidation proceeding), or otherwise asserts any claim, challenging or denying the validity or 110 enforceability of any claim Voyager Background Patent Right that Covers a Licensed Product as Exploited by AbbVie or any of the other Party’s Patent Rights that are licensed to such challenging Party its Affiliates or Sublicensees under this Agreement Agreement, Collaboration Patent Right or Joint Patent Right, or any claim thereof, or (b) actively assists any other Person in bringing bringing, prosecuting or prosecuting participating in any claim, demand, action or proceeding before any administrative or regulatory body (including any patent opposition or opposition, re-examination or invalidation proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933such Voyager Background Patent Right, AS AMENDED. Collaboration Patent Right or Joint Patent Right, or any claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement thereof (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable LawsLaw and except as otherwise set forth in this Section 16.2.2, the other Party Voyager shall have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give terminate this Agreement upon at least twenty (20) days prior written notice to such challenging Party AbbVie; provided that Voyager shall not have the other Party may right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] following such notice (or such longer period if AbbVie and each of its Affiliates, as the other Party may designate in such notice)applicable, and, unless such challenging Party withdraws or causes to be withdrawn all such challenge(sPatent Challenges (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and each of its Affiliates, as applicable, ceases actively assisting any Person with respect to such Patent Challenge and, to the extent AbbVie or any of its Affiliates, is a party to such Patent Challenge, it withdraws from such Patent Challenge) within twenty (20) days after Voyager provides AbbVie notice regarding such Patent Challenge. Notwithstanding the foregoing, nothing in this Section 16.2.2 shall: (i) prevent AbbVie or its Affiliates from asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property in a court proceeding or in an administrative or regulatory proceeding against AbbVie or any of its Affiliates brought by, or, with respect to administrative or regulatory proceedings, triggered by the actions of, Voyager or any of its Affiliates or its or their sublicensees; or (ii) allow Voyager to terminate this Agreement if AbbVie or its Affiliates assert their rights as provided in clause (i). In addition, notwithstanding the foregoing, Voyager shall not have the right to terminate this Agreement pursuant to this Section 16.2.2 if any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party Affiliate ceases actively assisting any other party Person with respect to such Patent Challenge and, to the extent such challenging Party Affiliate is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] period, of the other Party shall have later of (x) the right to terminate date such Affiliate first becomes an Affiliate of AbbVie and (y) the license(s) granted to under date Voyager provides AbbVie notice regarding such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party under this Agreement that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisitionChallenge.

Challenges of Patent Rights. If, during the Term, either Party DS (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of the other Party’s any Esperion Patent Rights that are licensed have been specifically identified to such challenging Party under this Agreement DS in writing (including as of the Effective Date, as set forth and identified on Schedule 10.2.4) or (b) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. claim of the other Party’s such Esperion Patent Rights that are licensed to such challenging Party under this Agreement (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable Laws, the other Party Esperion shall have the right, exercisable within [***] days following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging Party DS that the other Party Esperion may terminate the license(s) granted to under such Esperion Patent Right(s) to such challenging Party DS pursuant to this Agreement [***] days following such [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED notice (or such longer period as the other Party Esperion may designate in such notice), and, unless such challenging Party DS withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party DS does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party DS ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party DS is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such [***] ]-day period, the other Party Esperion shall have the right to terminate the license(s) granted to under such Esperion Patent Right(s) to such challenging Party DS pursuant to the this Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party under this Agreement that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisitionDS.

Challenges of Patent Rights. If, during If a Party or any of its Related Parties (the Term, either Party “Challenging Party”) (ai) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of the Patent Rights of the other Party’s Party (i.e., the Patent Rights that are licensed to such challenging Party under this Agreement included in the Alnylam Technology or the Patent Rights included in the Cubist Technology, as the case may be), or any claim thereof, or (bii) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. claim of the such other Party’s Patent Rights that are licensed to such challenging Party under this Agreement (each of (a) and (b)or any claim thereof, a “Patent Challenge”), then, to the extent permitted by the applicable Laws, then the other Party shall (the “Non-Challenging Party”) will have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give notice to such challenging the Challenging Party that the other Party may terminate the license(s) licenses granted to under such the Challenging Party with respect to all or any portion of the Non-Challenging Party’s Patent Right(sRights included in the Alnylam Technology or the Cubist Technology (as the case may be) to such challenging Party pursuant to this Agreement will terminate [***] following ]* after such notice (or such longer period as the other Non-Challenging Party may designate in such notice), and, unless such challenging the Challenging Party withdraws or causes to be withdrawn all such challenge(s) (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party ceases actively assisting any other party to such Patent Challenge and, to the extent such challenging Party is a party to such Patent Challenge, it withdraws from such Patent Challenge) within such []* period (or such longer period as is ***] periodConfidential Treatment Requested. Omitted portions filed separately with the Commission. designated by the Non-Challenging Party), the other Party shall have the right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Partylicense rights will so terminate. The foregoing sentence provisions of this Section 11.2(c) notwithstanding, if (x) Alnylam is the Non-Challenging Party, (y) Alnylam does not elect to terminate this Agreement pursuant to this Section 11.2(c), and (z) the patent challenge is unsuccessful, then (1) []*. Notwithstanding anything in this Section 11.2(c) to the contrary, a challenge by Cubist as to whether a patent application was filed by Alnylam in good faith for purposes of the definition of Valid Claim shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party be considered a challenge for which Alnylam can exercise its rights under this Agreement that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisitionSection 11.2(c).

Challenges of Patent Rights. If, during the Term, either Party AbbVie or any of its Affiliates (a) commences or participates as a party in any claim, demand, action or proceeding before any administrative or regulatory body (including any patent opposition or opposition, re-examination or invalidation proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim Voyager Background Patent Right that Covers a Licensed Product as Exploited by AbbVie or any of the other Party’s Patent Rights that are licensed to such challenging Party its Affiliates or Sublicensees under this Agreement Agreement, Voyager Research Antibody Patent Right, Collaboration Patent Right or Joint Patent Right, or any claim thereof, or (b) actively assists any other Person in bringing bringing, prosecuting or prosecuting participating in any claim, demand, action or proceeding before any administrative or regulatory body (including any patent opposition or opposition, re-examination or invalidation proceeding) challenging or denying the validity or enforceability of any CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933such Voyager Background Patent Right, AS AMENDED. Voyager Research Antibody Patent Right, Collaboration Patent Right or Joint Patent Right, or any claim of the other Party’s Patent Rights that are licensed to such challenging Party under this Agreement thereof (each of (a) and (b), a “Patent Challenge”), then, to the extent permitted by the applicable LawsLaw and except as otherwise set forth in this Section 16.2.2, the other Party Voyager shall have the right, exercisable within [***] following receipt of notice regarding such Patent Challenge, in its sole discretion, to give terminate this Agreement upon at least twenty (20) days prior written notice to such challenging Party AbbVie; provided that Voyager shall not have the other Party may right to terminate the license(s) granted to under such Patent Right(s) to such challenging Party pursuant to this Agreement [***] following such notice (or such longer period if AbbVie and each of its Affiliates, as the other Party may designate in such notice)applicable, and, unless such challenging Party withdraws or causes to be withdrawn all such challenge(sPatent Challenges (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that AbbVie or such Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, AbbVie and each of its Affiliates, as applicable, ceases actively assisting any Person with respect to such Patent Challenge and, to the extent AbbVie or any of its Affiliates, is a party to such Patent Challenge, it withdraws from such Patent Challenge) within twenty (20) days after Voyager provides AbbVie notice regarding such Patent Challenge. Notwithstanding the foregoing, nothing in this Section 16.2.2 shall: (i) prevent AbbVie or its Affiliates from asserting any defense or counterclaim in, or otherwise responding to, an action for infringement of intellectual property in a court proceeding or in an administrative or regulatory proceeding against AbbVie or any of its Affiliates brought by, or, with respect to administrative or regulatory proceedings, triggered by the actions of, Voyager or any of its Affiliates or its or their sublicensees; or (ii) allow Voyager to terminate this Agreement if AbbVie or its Affiliates assert their rights as provided in clause (i). In addition, notwithstanding the foregoing, Voyager shall not have the right to terminate this Agreement pursuant to this Section 16.2.2 if any Affiliate that first becomes an Affiliate of AbbVie after the Effective Date was undertaking activities in connection with a Patent Challenge prior to such Affiliate first becoming an Affiliate of AbbVie if AbbVie causes such Patent Challenge to be withdrawn (or in the case of ex-parte proceedings, multi-party proceedings, or other Patent Challenges that such challenging Party Affiliate does not have the power to unilaterally withdraw or cause to be withdrawn, such challenging Party Affiliate ceases actively assisting any other party Person with respect to such Patent Challenge and, to the extent such challenging Party Affiliate is a party to such Patent Challenge, it withdraws from such Patent Challenge) within ninety (90) days of the later of (x) the date such [***] period, Affiliate first becomes an Affiliate of AbbVie and (y) the other Party shall have the right to terminate the license(s) granted to under date Voyager provides AbbVie notice regarding such Patent Right(s) to such challenging Party pursuant to the Agreement by providing written notice thereof to such challenging Party. The foregoing sentence shall not apply (i) with respect to any claim of the other Party’s Patent Rights that is licensed to such challenging Party under this Agreement that the other Party first asserts against such challenging Party or any of its Affiliates where the Patent Challenge is made in defense of such assertion, or (ii) with respect to any Patent Challenge commenced by a Third Party that after the Effective Date acquires or is acquired by a Party or its Affiliates or its or their business or assets, whether by stock purchase, merger, asset purchase or otherwise, but only with respect to Patent Challenges commenced prior to the closing of such acquisitionChallenge.