Common use of Contractual Obligations under Listed Alnylam Third Party Agreements Clause in Contracts

Contractual Obligations under Listed Alnylam Third Party Agreements. (i) For the avoidance of doubt, the grants by Alnylam under Alnylam Intellectual Property set forth in Sections 3.1(a) through (c) include, subject to Section 3.1(f)(ii), the sublicense of all Alnylam Intellectual Property that is not owned by Alnylam, and the license and sublicense of Alnylam Intellectual Property acquired or licensed after the Effective Date. Novartis's rights and licenses under such Alnylam Intellectual Property are limited to the rights granted to Alnylam under Third Party agreements granting Alnylam rights thereunder and Novartis shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements. In the event that Alnylam or its Affiliates acquires or licenses any rights under additional Alnylam Intellectual Property such additional Alnylam Intellectual Property shall be automatically included in the scope of the rights under Alnylam Intellectual Property granted to Novartis pursuant to Sections 3.1(a) through (c); provided, however, that in the event that such rights thereunder subject Alnylam's or its Affiliates' sublicensees to restrictions and other terms, Alnylam shall deliver a copy of such agreement (provided that Alnylam may redact terms that do not relate to Novartis's rights or obligations under this Agreement). Novartis shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements. In the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product, Alnylam shall use its best efforts to ensure that such rights include the right to sublicense to Novartis such Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product. Notwithstanding the foregoing, it shall not be deemed a breach of this Section 3.1(f)(i) for Novartis to fail to comply with a provision of any such Third Party agreement that Novartis has not received from Alnylam. (ii) Notwithstanding Sections 3.1(a) through (c), the grants by Alnylam under Alnylam Intellectual Property set forth in Sections 3.1(a) through (c), shall not include licenses to Patent Rights licensed to Alnylam or its Affiliates under the License Agreement between Cancer Research Technologies Limited and Alnylam U.S., Inc. (formerly Alnylam Pharmaceuticals, Inc.) dated July 18, 2003. The Parties shall simultaneously with the execution of this Agreement enter into the agreement substantially in the form set forth in Schedule 3.1(f)(ii) (the "CRT Sublicense Agreement").

Contractual Obligations under Listed Alnylam Third Party Agreements. (i) For the avoidance of doubt, the grants by Alnylam under Alnylam Licensed Intellectual Property set forth in Sections 3.1(a) through (cSection 2.1(a) include, subject to Section 3.1(f)(ii2.3(b)(ii), the sublicense of all Alnylam Licensed Intellectual Property that is not owned by Alnylam, and the license and sublicense of Alnylam Intellectual Property acquired or licensed after the Effective DateAlnylam Europe AG. Novartis's Licensee’s rights and licenses under such Alnylam Licensed Intellectual Property are limited to the rights granted by Listed Counterparties to Alnylam under the Listed Alnylam Third Party agreements granting Agreements and by Xxx Xxxxxx to Alnylam rights thereunder Europe AG under the Xxx Xxxxxx European License Agreement, and Novartis Licensee shall comply, and cause its Affiliates and sublicensees Licensee Partners to comply, with those restrictions and other terms applicable to sublicensees under such agreements, certain of which restrictions and terms are summarized on Schedule D-2. In Without limiting the event that Alnylam or its Affiliates acquires or licenses any rights under additional Alnylam Intellectual Property such additional Alnylam Intellectual Property shall be automatically included in the scope generality of the rights under Alnylam foregoing, Licensee acknowledges that certain obligations are imposed on sublicensees of certain of the sublicensed Licensed Intellectual Property granted to Novartis pursuant to Sections 3.1(a) through (c); provided, however, that in the event that such rights thereunder subject Alnylam's or its Affiliates' sublicensees to restrictions and other terms, Alnylam shall deliver a copy of such agreement (provided that Alnylam may redact terms that do not relate to Novartis's rights or obligations under this Agreement). Novartis shall complyProperty, and cause agrees to comply (to the extent access to obligations and requirements have been made available to Licensee in unredacted form), and to require its Affiliates and sublicensees Licensee Partners to comply, with those restrictions such obligations and other terms applicable requirements. Notwithstanding the above, at the request of Licensee, which request shall be made within the [**] period prior to sublicensees under such agreements. In First Commercial Sale of the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration first Licensed Product, Alnylam shall use its best commercially reasonable efforts to ensure that such rights include seek to harmonize the right to sublicense to Novartis such Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product. Notwithstanding accounting and royalty reporting provisions under the foregoing, it shall not be deemed a breach of this Section 3.1(f)(i) for Novartis to fail to comply with a provision of any such Listed Third Party agreement that Novartis has not received from AlnylamAgreements with the accounting and royalty reporting provisions set forth in this Agreement. (ii) Notwithstanding Sections 3.1(a) through (c)anything to the contrary herein, the grants by Alnylam under Alnylam Intellectual Property set forth in Sections 3.1(a) through (c), licenses to Licensed Patent Rights hereunder initially shall not include licenses to Patent Rights licensed to by Alnylam or its Affiliates under the Non-Exclusive License Agreement between Cancer Research Technologies Limited [**] and Alnylam U.S.Alnylam, Inc. (formerly Alnylam Pharmaceuticals, Inc.) dated July 18, 2003. The Parties shall simultaneously with the execution of this Agreement enter into the agreement substantially in the form set forth in Schedule 3.1(f)(ii) [**] (the "CRT Sublicense “[**] Agreement"”), which Patent Rights Licensee shall have the option, exercisable upon written notice to Alnylam hereunder, to license, on a Licensed Collaboration Product-by-Licensed Collaboration Product basis, upon commencement of a Discovery Collaboration hereunder. Upon such election, (x) the license granted to Licensee under Alnylam’s rights to Delivery Patent Rights pursuant to Section 2.1(a) shall include such Patent Rights with respect to the designated Licensed Collaboration Product(s), (y) Schedule C shall be amended to include such Patent Rights, and (z) the [**] Agreement shall be deemed a Listed Alnylam Third Party Agreement and Schedule D-1 and Schedule D-2 shall be amended accordingly.

Contractual Obligations under Listed Alnylam Third Party Agreements. (i) For the avoidance of doubt, the grants by Alnylam under Alnylam Licensed Intellectual Property set forth in Sections 3.1(a) through (cSection 2.1(a) include, subject to Section 3.1(f)(ii2.3(b)(ii), the sublicense of all Alnylam Licensed Intellectual Property that is not owned by Alnylam, and the license and sublicense of Alnylam Intellectual Property acquired or licensed after the Effective DateAlnylam Europe AG. Novartis's Licensee’s rights and licenses under such Alnylam Licensed Intellectual Property are limited to the rights granted by Listed Counterparties to Alnylam under the Listed Alnylam Third Party agreements granting Agreements and by Mxx Xxxxxx to Alnylam rights thereunder Europe AG under the Mxx Xxxxxx European License Agreement, and Novartis Licensee shall comply, and cause its Affiliates and sublicensees Licensee Partners to comply, with those restrictions and other terms applicable to sublicensees under such agreements, certain of which restrictions and terms are summarized on Schedule D-2. In Without limiting the event that Alnylam or its Affiliates acquires or licenses any rights under additional Alnylam Intellectual Property such additional Alnylam Intellectual Property shall be automatically included in the scope generality of the rights under Alnylam foregoing, Licensee acknowledges that certain obligations are imposed on sublicensees of certain of the sublicensed Licensed Intellectual Property granted to Novartis pursuant to Sections 3.1(a) through (c); provided, however, that in the event that such rights thereunder subject Alnylam's or its Affiliates' sublicensees to restrictions and other terms, Alnylam shall deliver a copy of such agreement (provided that Alnylam may redact terms that do not relate to Novartis's rights or obligations under this Agreement). Novartis shall complyProperty, and cause agrees to comply (to the extent access to obligations and requirements have been made available to Licensee in unredacted form), and to require its Affiliates and sublicensees Licensee Partners to comply, with those restrictions such obligations and other terms applicable requirements. Notwithstanding the above, at the request of Licensee, which request shall be made within the [**] period prior to sublicensees under such agreements. In First Commercial Sale of the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration first Licensed Product, Alnylam shall use its best commercially reasonable efforts to ensure that such rights include seek to harmonize the right to sublicense to Novartis such Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product. Notwithstanding accounting and royalty reporting provisions under the foregoing, it shall not be deemed a breach of this Section 3.1(f)(i) for Novartis to fail to comply with a provision of any such Listed Third Party agreement that Novartis has not received from AlnylamAgreements with the accounting and royalty reporting provisions set forth in this Agreement. (ii) Notwithstanding Sections 3.1(a) through (c)anything to the contrary herein, the grants by Alnylam under Alnylam Intellectual Property set forth in Sections 3.1(a) through (c), licenses to Licensed Patent Rights hereunder initially shall not include licenses to Patent Rights licensed to by Alnylam or its Affiliates under the Non-Exclusive License Agreement between Cancer Research Technologies Limited [**] and Alnylam U.S.Alnylam, Inc. (formerly Alnylam Pharmaceuticals, Inc.) dated July 18, 2003. The Parties shall simultaneously with the execution of this Agreement enter into the agreement substantially in the form set forth in Schedule 3.1(f)(ii) [**] (the "CRT Sublicense “[**] Agreement"”), which Patent Rights Licensee shall have the option, exercisable upon written notice to Alnylam hereunder, to license, on a Licensed Collaboration Product-by-Licensed Collaboration Product basis, upon commencement of a Discovery Collaboration hereunder. Upon such election, (x) the license granted to Licensee under Alnylam’s rights to Delivery Patent Rights pursuant to Section 2.1(a) shall include such Patent Rights with respect to the designated Licensed Collaboration Product(s), (y) Schedule C shall be amended to include such Patent Rights, and (z) the [**] Agreement shall be deemed a Listed Alnylam Third Party Agreement and Schedule D-1 and Schedule D-2 shall be amended accordingly.

Contractual Obligations under Listed Alnylam Third Party Agreements. (i) For the avoidance of doubt, the grants by Alnylam under Alnylam Intellectual Property set forth in Sections Section 3.1(a) through (c) include, subject to this Section 3.1(f)(ii3.6(b)(i), the sublicense of all Alnylam Intellectual Property that is not owned by Alnylam, and the license and sublicense of Alnylam Intellectual Property acquired or licensed after the Effective Date. Novartis's Takeda’s rights and licenses under such Alnylam Intellectual Property are limited to the rights granted by Listed Counterparties to Alnylam under the Listed Alnylam Third Party agreements granting Alnylam rights thereunder Agreements, and Novartis Takeda shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements. In the event that Alnylam or its Affiliates acquires or licenses any rights under additional Alnylam Intellectual Property such additional Alnylam Intellectual Property shall be automatically included in the scope of the rights under Alnylam Intellectual Property granted to Novartis pursuant to Sections 3.1(a) through (c); provided, however, that in the event that such rights thereunder subject Alnylam's or its Affiliates' sublicensees to restrictions True and other terms, Alnylam shall deliver a copy correct redacted copies of such agreement (provided that Listed Alnylam may redact terms that do not relate to Novartis's rights or obligations under this Agreement). Novartis shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements. In the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product, Alnylam shall use its best efforts to ensure that such rights include the right to sublicense to Novartis such Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product. Notwithstanding the foregoing, it shall not be deemed a breach of this Section 3.1(f)(i) for Novartis to fail to comply with a provision of any such Third Party agreement that Novartis has not received from AlnylamAgreements have been made available to Takeda. (ii) Notwithstanding Sections 3.1(a) through (c)anything to the contrary herein, the grants by licenses to Alnylam under Alnylam Intellectual Property set forth in Sections 3.1(a) through (c), Patent Rights hereunder initially shall not include licenses to Patent Rights licensed to by Alnylam or its Affiliates under the Non-Exclusive License Agreement between Cancer Research Technologies Limited and Alnylam U.S., Inc. (formerly Alnylam Pharmaceuticals, Inc.) dated July 18, 2003. The Parties shall simultaneously with the execution of this Agreement enter into the agreement substantially in the form set forth in Schedule 3.1(f)(ii) [**] (the "CRT Sublicense “[**] Agreement"”). Takeda shall have the option, exercisable upon written notice to Alnylam hereunder, to license any of such Patent Rights on a Licensed Product-by-Licensed Product basis. Upon such election, which shall indicate the Patent Rights to be licensed, (x) the license granted to Takeda under Alnylam’s rights to Patent Rights pursuant to Section 3.1(a) shall include such Patent Rights with respect to the designated Licensed Product(s), (y) Schedule A shall be amended to include such Patent Rights, and (z) the [**] Agreement shall be deemed a Listed Alnylam Third Party Agreement, [**] shall be deemed a Listed Counterparty and Schedule E shall be amended accordingly.