Common use of Sublicensing Terms Clause in Contracts

Sublicensing Terms. (a) Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) Alnylam shall 9.3.4.1. Novartis will have the right to sublicense any of its rights under Section 6.2.1 Sections 9.3.1, 9.3.2 and 9.3.3 to any of its Affiliates or to any Third Party contractor (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoSurface, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.39.3.4. 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 PURSUANT TO RULE 406 PROMULGATED UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED. (b) 9.3.4.2. Each sublicense granted by Alnylam Novartis pursuant to this Section 6.2.3 shall 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each Novartis will as soon as reasonably practicable thereafter, provide Surface with a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.4), and each such sublicense agreement shall will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 11.1 with respect to MedCoSurface’s Confidential Information, and (ii) subject if such sublicense agreement contains a sublicense of Section 9.3.2, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, Novartis to the extent that Alnylam had been necessary or relevant to the reports required to be made aware of such provisions prior or records required to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam be maintained under this Agreement; and (y) the audit requirement set forth in Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same 10.12.3; and use Commercially Reasonable Efforts to cause (iii) a requirement that the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, nonapplicable provisions under any Surface In-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breachLicense. 9.3.4.3. Notwithstanding any sublicense, Alnylam shall Novartis will remain primarily liable to MedCo Surface for the performance of all of AlnylamNovartis’s obligations under, and AlnylamNovartis’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) Alnylam MedCo shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) 6.1.1 and 6.1.2 to any of its Affiliates or to any Third Party without the prior written consent of MedCoAlnylam, subject to the requirements of this Section 6.2.36.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam MedCo under this Section 6.2 or Section 12.3(b)6.1, Alnylam MedCo shall promptly notify MedCo Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for AlnylamMedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam MedCo shall terminate the sublicense at the request of MedCoAlnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam MedCo shall remain primarily liable to MedCo Alnylam for the performance of all of AlnylamMedCo’s obligations under, and AlnylamMedCo’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) Alnylam shall Surface will have the right to sublicense any of its rights under Section 6.2.1 Sections 9.2.1.1, 9.2.1.2,9.2.1.3, 9.2.2.1, 9.2.2.2, and 9.2.1.3 to any of its Affiliates or to any Third Party contractor (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoNovartis, subject to the requirements of this Section 6.2.39.2.2.4. (b) Each sublicense granted by Surface pursuant to this Section 9.2.2.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Alnylam shall have Surface will as soon as reasonably practicable thereafter, provide Novartis with a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.2.2.4), and each such sublicense agreement will contain the right following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Novartis’s Confidential Information, (ii) if such sublicense any agreement contains a sublicense of its rights under Section 6.2.2 9.2.2.2, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or Section 12.3(b) other reports to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject Surface to the requirements of extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 6.2.310.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Novartis In-License. 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 PURSUANT TO RULE 406 PROMULGATED UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information1933, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersAS AMENDED. (c) If Alnylam becomes aware Notwithstanding any sublicense, Surface will remain primarily liable to Novartis for the performance of a material breach all of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)Surface’s obligations under, Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for AlnylamSurface’s compliance with all provisions of, this Agreement. (d) Notwithstanding the terms other provisions of this AgreementSection 9.2.2.4, if Surface proposes to enter into an agreement with a Third Party with respect to the Research, Development, Manufacture or Commercialization of any Regional Antibody Candidate or Regional Licensed Product, which agreement includes the grant of a sublicense under Section 9.2.2.2 or other rights to Commercialize any Regional Licensed Product in the Surface Territory (any such agreement, a “Proposed Surface Sublicense”), Surface will so notify Novartis in writing. In the event that (i) the Sublicensee has failed Novartis will have [***] exercisable by written notice to cure a material breach of such obligations Surface at any time within [***] days after notice following receipt of Surface’s notice, to obtain (via termination and reversion to Novartis of the applicable licenses granted by Novartis to Surface hereunder, grant of a sublicense back to Novartis or to otherwise) the licenses or other rights proposed to be granted to the Third Party pursuant to such Proposed Surface Sublicense on terms to be negotiated in good faith by the Parties for up to [***] following exercise of such breach and (ii) right of first negotiation. If Novartis does not exercise [***] within such material breach also constitutes a breach initial [***] period, or if the Parties cannot agree on mutually acceptable terms during such subsequent [***] period, then, subject to the other terms of this AgreementSection 9.2.2.4, Alnylam shall terminate for a period of [***] following expiration of such subsequent [***] period, Surface may enter into the sublicense at the request of MedCo; Proposed Surface Sublicense with a Third Party, provided, however, thatthat Surface may not enter into any such Proposed Surface Sublicense during such [***] In all events, if such Sublicensee disputes that it has materially breached such obligationsthis Section 9.2.2.4(d) will not apply to (a) any permitted assignment of this Agreement under Section 16.1, or disputes that it has not timely cured (b) any bona fide agreement with a breach Third Party contract sales organization, contract research organization or contract manufacturer, under which such Third Party performs contract services on behalf of such obligationsSurface or any of its Affiliates for the Research, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlementDevelopment, or in Manufacture of any Regional Antibody Candidate or Regional Licensed Product as permitted under this Agreement on a finalfee-for-services basis, nonit being understood that under an agreement for such fee-appealable decision of a court for-services, fees paid to the Third Party for such services may include milestones or arbitratorroyalties. 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this AgreementAS AMENDED.

Sublicensing Terms. (a) Alnylam MedCo shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) 6.1.1 and 6.1.2 to any of its Affiliates or to any Third Party without the prior written consent of MedCoAlnylam, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19346.1.3, except that Alnylam's prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo's rights under this Agreement, or (ii) all or substantially all of MedCo's rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by Alnylam MedCo pursuant to this Section 6.2.3 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Alnylam's Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo Alnylam In-License or necessary to allow MedCo Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam MedCo under this Section 6.2 or Section 12.3(b)6.1, Alnylam MedCo shall promptly notify MedCo Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s MedCo's compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam MedCo shall terminate the sublicense at the request of MedCoAlnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam MedCo shall remain primarily liable to MedCo Alnylam for the performance of all of Alnylam’s MedCo's obligations under, and Alnylam’s MedCo's compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than than Section 8.1 with respect to MedCo’s 's Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s 's compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo for the performance of all of Alnylam’s 's obligations under, and Alnylam’s 's compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. Aura and its Affiliates shall be entitled to grant sublicenses (athrough multiple tiers) Alnylam shall have the right to sublicense of all or any portion of its their rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each Agreement; provided that each sublicense granted by Alnylam Aura or its Affiliate pursuant to this Section 6.2.3 2.2.2 shall be subject and subordinate to the terms and conditions of this Agreement and the and the applicable terms and conditions of the Emory/GTRC License Agreement and shall contain terms and conditions consistent with those in this Agreement and the applicable terms and conditions in the Emory/GTRC License Agreement. Each such sublicense agreement Within [***] of execution of a Sublicense Agreement or amendment to a Sublicense Agreement with any Sublicensee, Aura shall provide Clearside with a copy of the executed Sublicense Agreement or amendment, as applicable, which shall contain the identity of the Sublicensee (and which may be redacted as to financial, economic and proprietary terms) and shall provide sufficient information to show that the following provisionsprovisions have been imposed on the Sublicensee: (ia) a requirement that such Sublicensee submit applicable sales or other reports consistent with those required under this Agreement; (b) the audit requirement set forth in Section 4.6; (c) a termination provision in the event the Sublicensee commences a legal action challenging the validity, enforceability or scope of any Sublicensed Patent Rights; (d) indemnification and insurance requirements consistent with those set forth in the Emory/GTCR License Agreement; and (e) a requirement that such Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than Section 8.1 of Article 7 with respect to MedCo’s both Parties’ Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to . In the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam event Aura becomes aware of a material breach of any sublicense Sublicense Agreement by a Sublicensee that has not been cured pursuant to the terms of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam such Sublicense Agreement Aura shall promptly notify MedCo Clearside of the particulars of the same and use Commercially Reasonable Efforts to shall enforce the terms of such sublicense. If Aura does not cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations Sublicense Agreement within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this AgreementClearside’s request, Alnylam shall Aura shall, upon Clearside’s written direction, terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Sublicense Agreement.

Sublicensing Terms. (a) Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 Sections 7.2.1 (License to any of its Affiliates or Improvement Manufacturing Patent Rights) and 7.2.2 (License to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights under Section 6.2.2 or Section 12.3(bmay be further sublicensable through multiple tiers) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 7.2.3 shall be subject and subordinate to the terms and conditions provisions of this Agreement and shall contain terms and conditions provisions consistent with those in this Agreement. Each Alnylam shall promptly provide Genzyme with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.2.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 (Confidentiality and Publication) of the Master Agreement with respect to MedCoGenzyme’s Confidential Information, Information and (ii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any MedCo Genzyme In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersLicense. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)Agreement, Alnylam shall promptly notify MedCo Genzyme of the particulars of the same and use Commercially Reasonable Efforts to [***] cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms provisions of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo Genzyme for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions provisions of, this Agreement.. ACTIVE/100404760.2

Sublicensing Terms. (a) Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo7.2.1, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its 7.2.2 and 7.2.3 (which sublicensed rights under Section 6.2.2 or Section 12.3(bmay be further sublicensable through multiple tiers) to any of its Affiliates or to any Third Party without the prior written consent of MedCoGenzyme, and subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19347.2.4; provided that Alnylam’s right to sublicense the rights granted to it under Section 7.2.2(a) to Third Parties shall be limited to licensees of Alnylam that have been granted the right to develop and/or commercialize Alnylam Developed siRNA Products and have been granted the right to use Alnylam manufacturing technology to manufacture Alnylam Developed siRNA Products. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 7.2.4 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each Alnylam shall promptly provide Genzyme with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove terms and conditions which are not necessary to monitor compliance with this Section 7.2.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 9 with respect to MedCoGenzyme’s Confidential Information, Information and (ii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any MedCo Genzyme In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersLicense. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the terms of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)Agreement, Alnylam shall promptly notify MedCo Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breachGenzyme. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo Genzyme for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 7.2.1 (Commercialization License in the Co-Co Territory), 7.2.2 (License to any of its Affiliates or Improvement Manufacturing Patent Rights) and 7.2.3 (License to any Third Party contractor without the prior written consent of MedCo, Genzyme Disclosed Manufacturing Know-How) to [***]. (b) Each sublicense granted by Alnylam pursuant to this Section 7.2.4 shall be subject and subordinate to the requirements provisions of this Section 6.2.3these Co-Co License Terms and shall contain terms and conditions consistent with those in these Co-Co License Terms. Alnylam shall have promptly provide Genzyme with a copy of the right fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) remove terms and conditions which are not necessary to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of monitor compliance with this Section 6.2.37.2.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 7 of the Master Agreement (Confidentiality and Publication) with respect to Genzyme’s Confidential Information and (ii) a requirement that the Sublicensee comply with the applicable provisions under any Genzyme In-License. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and nonCO-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters.CO LICENSE TERMS (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)these Co-Co License Terms, Alnylam shall promptly notify MedCo Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms provisions of this Agreementthese Co-Co License Terms. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo Genzyme for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Agreementthese Co-Co License Terms.

Sublicensing Terms. (a) Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Sections 7.2.1 (License to Improvement Manufacturing Patent Rights) and 7.2.2 (License to Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) to [***]. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, 7.2.3 shall be subject and subordinate to the requirements provisions of this Section 6.2.3Agreement and shall contain provisions consistent with those in this Agreement. Alnylam shall have promptly provide Genzyme with a copy of the right fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) remove provisions which are not necessary to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of monitor compliance with this Section 6.2.37.2.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 7 (Confidentiality and Publication) of the Master Agreement with respect to Genzyme’s Confidential Information and (ii) a requirement that the Sublicensee comply with the applicable provisions under any Genzyme In-License. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)Agreement, Alnylam shall promptly notify MedCo Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms provisions of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach]. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo Genzyme for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) Alnylam Genzyme shall have the right to sublicense any of its rights under (i) Section 6.2.1 to any 7.1.1 (Development License), (ii) the license granted in clause (i) (but not clause (ii)) of its Affiliates or to any Third Party contractor without the prior written consent of MedCoSection 7.1.2 (Commercialization License), subject to the requirements of this and (iii) Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b7.1.3 (Manufacturing License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoAlnylam, subject to the requirements of this Section 6.2.37.1.4. [***] (b) Each sublicense granted by Genzyme pursuant to this Section 7.1.4 shall be subject and subordinate to the provisions of these Co-Co License Terms and shall contain terms and conditions consistent with those in these Co-Co License Terms. Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each . CO-CO LICENSE TERMS agreement covering any sublicense granted by Alnylam pursuant hereunder (which copy may be redacted to this Section 6.2.3 shall be subject to the remove terms and conditions of which are not necessary to monitor compliance with this Agreement Section 7.1.4), and shall contain terms and conditions consistent with those in this Agreement. Each each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 of the Master Agreement (Confidentiality and Publication) with respect to MedCoAlnylam’s Confidential Information, and ; (ii) subject if such sublicense agreement contains a sublicense of Co-Co Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under these Co-Co License Terms; and (y) the audit requirement set forth in Section 9.2 of the Master Agreement (Audits); and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersIn-License. (c) If Alnylam Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the provisions of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)these Co-Co License Terms, Alnylam Genzyme shall promptly notify MedCo Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for AlnylamGenzyme’s compliance with the terms provisions of this Agreementthese Co-Co License Terms. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam Genzyme shall remain primarily liable to MedCo Alnylam for the performance of all of AlnylamGenzyme’s obligations under, and AlnylamGenzyme’s compliance with all terms and conditions provisions of, this Agreementthese Co-Co License Terms.

Sublicensing Terms. (a) Subject to Section 7.4 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(bSections 7.1.1 (Development License) and 7.1.2 (Commercialization License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoGenzyme, subject to the requirements of this Section 6.2.37.1.3. (b) Each sublicense granted by Alnylam pursuant to this Section 7.1.3 shall be subject, and subordinate, to the provisions of this Agreement and shall contain provisions consistent with those in this Agreement. Alnylam shall promptly provide Genzyme with a copy of the fully executed sublicense agreement covering any sublicense granted under this Section 7.1.3 (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.1.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 9 (Confidentiality and Publication) with respect to Genzyme’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Licensed Products Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Alnylam to the extent necessary or relevant to the reports required to be made or records required to be 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in . maintained under this Agreement. Each such sublicense agreement shall contain ; (y) the following provisions: audit requirement set forth in Section 8.5 (iAudits); and (z) a requirement that the Sublicensee comply with confidentiality and non-use the applicable provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo Genzyme In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersLicense. (c) If Alnylam becomes aware of a material breach of the terms of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)7.1.3 by any Sublicensee, compliance with which is necessary for Alnylam’s compliance with the terms of this Agreement, Alnylam shall promptly notify MedCo Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within Agreement [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo Genzyme for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) Alnylam Genzyme shall have the right to sublicense any of its rights under Section 6.2.1 7.1.1 and 7.1.2 to any of its Affiliates or to any Third Party contractor (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoAlnylam, subject to the requirements of this Section 6.2.37.1.3. Alnylam Notwithstanding the foregoing, Genzyme shall not have the right to sublicense any to a Third Party either (i) its primary Development or Commercialization rights in Japan; or (ii) all or substantially all of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934Agreement. (b) Each sublicense granted by Alnylam Genzyme pursuant to this Section 6.2.3 7.1.3 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove terms and conditions which are not necessary to monitor compliance with this Section 7.1.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 9 with respect to MedCoAlnylam’s Confidential Information, and (ii) subject if such sublicense agreement contains a sublicense of Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 8.4; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersIn-License. (c) If Alnylam Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)Agreement, Alnylam Genzyme shall promptly notify MedCo Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for AlnylamGenzyme’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam Genzyme shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breachAlnylam. Notwithstanding any sublicense, Alnylam Genzyme shall remain primarily liable to MedCo Alnylam for the performance of all of AlnylamGenzyme’s obligations under, and AlnylamGenzyme’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) Alnylam Genzyme shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without Sections 6.1.1 (Development License in the prior written consent of MedCoGenzyme Territory), subject to 6.1.2 (Commercialization License in the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(bGenzyme Territory) and 6.1.3 (Manufacturing Licenses) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoAlnylam, subject to the requirements of this Section 6.2.36.1.4. [***]. (b) Each sublicense granted by Genzyme pursuant to this Section 6.1.4 shall be subject and subordinate to these Regional License Terms and shall contain provisions consistent with those in these Regional License Terms. Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 6.1.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 7 of the Master Agreement (Confidentiality and Publication) with respect to Alnylam’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Regional Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under these Regional License Terms; and (y) the audit requirement set forth in Section 9.2 of the Master Agreement (Audits); and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam In-License. (c) If Genzyme becomes aware of a material breach of the provisions of any sublicense by any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with these Regional License Terms, Genzyme shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the provisions of the sublicense necessary for Genzyme’s compliance with these Regional License Terms. [***]. Notwithstanding any sublicense, Genzyme shall remain primarily liable to Alnylam for the performance of all of Genzyme’s obligations under, and Genzyme’s compliance with all provisions of, these Regional License Terms. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Agreement.REGIONAL LICENSE TERMS

Sublicensing Terms. (a) Alnylam Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCoSections 7.1.1 (Development License), subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b7.1.2 (Commercialization License) and 7.1.3 (Manufacturing License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoAlnylam, subject to the requirements of this Section 6.2.37.1.4. [***] 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.. GLOBAL LICENSE TERMS (b) Each sublicense granted by Alnylam Genzyme pursuant to this Section 6.2.3 7.1.4 shall be subject and subordinate to the terms and conditions provisions of this Agreement these Global License Terms and shall contain terms and conditions provisions consistent with those in these Global License Terms. Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Agreement. Each Section 7.1.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 of the Master Agreement (Confidentiality and Publication) with respect to MedCoAlnylam’s Confidential Information, and (ii) subject if such sublicense agreement contains a sublicense of Global Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under these Global License Terms; and (y) the audit requirement set forth in Section 9.2 of the Master Agreement (Audits); and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersIn-License. (c) If Alnylam Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)these Global License Terms, Alnylam Genzyme shall promptly notify MedCo Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for AlnylamGenzyme’s compliance with the terms of this Agreementthese Global License Terms. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam Genzyme shall remain primarily liable to MedCo Alnylam for the performance of all of AlnylamGenzyme’s obligations under, and AlnylamGenzyme’s compliance with all terms and conditions provisions of, this Agreementthese Global License Terms.

Sublicensing Terms. (a) Alnylam shall Xencor will have the right to sublicense any of its rights under Section 6.2.1 9.1.2.1 to any of its Affiliates or to any Third Party contractor (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoNovartis, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19349.1.2.2. (b) Each sublicense granted by Alnylam Xencor pursuant to this Section 6.2.3 shall 9.1.2.2 (a) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent Agreement. Xencor will, within [...***...] thereafter, provide Novartis with those in a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not related to Xencor’s obligations under this Agreement. Each ), and each such sublicense agreement shall will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 with respect to MedCo’s Confidential Information, 11.1 and (ii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any MedCo Novartis In-License or necessary License. For clarity, the obligation to allow MedCo or its Affiliates to comply with its obligations thereunder, to provide a copy of each sublicense agreement includes the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersagreements granted through multiple tiers. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall Xencor will remain primarily liable to MedCo Novartis for the performance of all of AlnylamXencor’s obligations under, and AlnylamXencor’s compliance with all terms and conditions provisions of, this Agreement. Xencor hereby waives any requirement that Novartis exhaust any right, power or remedy, or proceed against such Third Party, for any obligation or performance hereunder prior to proceeding directly against Xencor. (d) Notwithstanding the other provisions of this Section 9.1.2, if Xencor is considering entering a collaborative transaction with a Third Party with respect to the Research, Development, Manufacture or Commercialization of any Regional Licensed Antibodies or Regional Licensed Product, which agreement includes the grant of rights to Commercialize any Regional Licensed Product in the Xencor Territory (any such agreement, a “Proposed Xencor Sublicense”), Xencor will so notify Novartis in writing. Novartis will have a non-exclusive right of negotiation for a period of [...***...]. For clarity, this Section 9.1.2.2(d) will not apply to (a) any permitted assignment of this Agreement under Section 16.2, or (b) any bona fide agreement with a Third Party contract sales organization, contract research organization or contract manufacturer, under which such Third Party performs contract services on behalf of Xencor or any of its Affiliates for the Research, Development, or Manufacture of any Regional Licensed Antibody or Regional Licensed Product as permitted under this Agreement on a fee-for-services basis.

Sublicensing Terms. (a) Alnylam shall Gemini and its Affiliates will have the right to sublicense any of its the rights granted under Section 6.2.1 8.1 to any of its their Affiliates or to any Third Party contractor without the prior written consent of MedCo, third party (which sublicensed rights may be further sublicenseable through multiple tiers) subject to the requirements of this Section 6.2.38.2. (a) Each sublicense granted pursuant to this Section 8.2 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Alnylam shall Gemini will have the right to sublicense any of its the rights granted under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party 8.1 without the prior written consent of MedCoSanquin. Gemini will as soon as reasonably practicable thereafter, provide Sanquin with a copy of any executed sublicense agreement covering a sublicense granted hereunder within thirty (30) days of entering into such agreement (which copy may be redacted to remove all provisions which are not necessary to monitor compliance with this Agreement and other highly sensitive information), such copies will be the Confidential Information of Gemini, subject to Section 9. Gemini may, but is not required to, seek Sanquin’s approval of a sublicense agreement prior to execution thereof. If Gemini so seeks Sanquin’s approval, Sanquin shall expressly approve or disapprove of the requirements relevant sublicense agreement within thirty (30) days following Gemini’s request for such approval, such approval not to be unreasonable withheld, conditioned or delayed, and Sanquin’s failure to so respond within such time period shall be deemed approval of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934the relevant sublicense agreement. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions Upon any termination of this Agreement Agreement, if and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such termination Gemini had granted any sublicense, including any provided (1) such provision regarding diligencesublicensee is then in good standing under the applicable sublicense agreement, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c2) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance are consistent with the terms of this Agreement. In , (3) do not expand any obligations or limit any rights of Sanquin and (4) Sanquin has given its approval (express or deemed) in accordance with Section 8.2(a) prior to the event that (i) the Sublicensee has failed to cure a material breach execution of such obligations within [***] days after notice sublicense agreement, then Sanquin will grant (and hereby does grant) a direct license to such sublicensee of the same field and scope and under the same intellectual property rights as the sublicense by Gemini, and the payment terms for such direct license will be the same as what Gemini would have paid for the sublicensee’s activities had the original sublicense remained in effect. At the written request of such breach and sublicensee (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach Gemini on behalf of such obligationssublicensee), Alnylam shall not be obligated to terminate Sanquin and such sublicense until sublicensee will memorialize such dispute is resolved direct license by settlement, or license agreement in a final, non-appealable decision of manner consistent with this Agreement and otherwise on a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Agreementreasonable basis.

Sublicensing Terms. (a) Alnylam shall Novartis will have the right to sublicense any of its rights under Section 6.2.1 9.3.1.1 to any of its Affiliates or to any Third Party contractor (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoXencor, subject to the requirements of this Section 6.2.39.3.1.2. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.-85- (b) Each sublicense granted by Alnylam Novartis pursuant to this Section 6.2.3 shall 9.3.1.2 (a) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent Agreement. Novartis will within [...***...] thereafter, provide Xencor with those in a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not related to Novartis’ obligations under this Agreement. Each ), and each such sublicense agreement shall will contain the following provisions: , (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1, (ii) a requirement that are no less stringent than the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement, (iii) the audit requirement set forth in Section 8.1 with respect to MedCo’s Confidential Information10.10, and (iiiv) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any MedCo Xencor In-License or necessary License. For clarity, the obligation to allow MedCo or its Affiliates to comply with its obligations thereunder, to provide a copy of each sublicense agreement includes the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersagreements granted through multiple tiers. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall Novartis will remain primarily liable to MedCo Xencor for the performance of all of Alnylam’s Novartis’ obligations under, and Alnylam’s Novartis’ compliance with all terms and conditions provisions of, this Agreement. Novartis hereby waive any requirement that Xencor exhaust any right, power or remedy, or proceed against such Third Party, for any obligation or performance hereunder prior to proceeding directly against Novartis.

Sublicensing Terms. (a) Alnylam Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Section 6.2.1 Sections 7.1.1 (Development License), 7.1.2 (Commercialization License), 7.1.3 (Manufacturing License) and 7.1.7 (License Grant to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b[***]) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoAlnylam, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19347.1.4. (b) Each sublicense granted by Alnylam Genzyme pursuant to this Section 6.2.3 7.1.4 shall be subject and subordinate to the terms and conditions provisions of this Agreement and shall contain terms and conditions provisions consistent with those in this Agreement. Each Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.1.4), and each such sublicense ACTIVE/100404760.2 agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 (Confidentiality and Publication) of the Master Agreement with respect to MedCoAlnylam’s Confidential Information, and (ii) subject if such sublicense agreement contains a sublicense of Global AT3 Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 9.2 (Audits) of the Master Agreement; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersIn-License. (c) If Alnylam Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)Agreement, Alnylam Genzyme shall promptly notify MedCo Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for AlnylamGenzyme’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach]. Notwithstanding any sublicense, Alnylam Genzyme shall remain primarily liable to MedCo Alnylam for the performance of all of AlnylamGenzyme’s obligations under, and AlnylamGenzyme’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) Alnylam shall Novartis will have the right to sublicense any of its rights under Section 6.2.1 9.2.1.1 to any of its Affiliates or to any Third Party contractor (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of MedCoXencor, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19349.2.1.2. (b) Each sublicense granted by Alnylam Novartis pursuant to this Section 6.2.3 shall 9.2.1.2 (a) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent Agreement. Novartis will within [...***...] thereafter, provide Xencor with those in a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not related to Novartis’ obligations under this Agreement. Each ), and each such sublicense agreement shall will contain the following provisions: , (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1, (ii) a requirement that are no less stringent than the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement, (iii) the audit requirement set forth in Section 8.1 with respect to MedCo’s Confidential Information10.10, and (iiiv) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any MedCo Xencor In-License or necessary License. For clarity, the obligation to allow MedCo or its Affiliates to comply with its obligations thereunder, to provide a copy of each sublicense agreement includes the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersagreements granted through multiple tiers. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall Novartis will remain primarily liable to MedCo Xencor for the performance of all of Alnylam’s Novartis’ obligations under, and Alnylam’s Novartis’ compliance with all terms and conditions provisions of, this Agreement. Novartis hereby waives any requirement that Xencor exhaust any right, power or remedy, or proceed against such Third Party, for any obligation or performance hereunder prior to proceeding directly against Novartis.

Sublicensing Terms. (a) Alnylam Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. under Sections 7.1.1 (Development License), 7.1.2 (Commercialization License) and 7.1.3 (Manufacturing License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Alnylam, subject to the requirements of this Section 7.1.4. (b) Each sublicense granted by Alnylam Genzyme pursuant to this Section 6.2.3 7.1.4 shall be subject and subordinate to the terms and conditions provisions of this Agreement and shall contain terms and conditions provisions consistent with those in this Agreement. Each Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.1.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 (Confidentiality and Publication) of the Master Agreement with respect to MedCoAlnylam’s Confidential Information, and (ii) subject if such sublicense agreement contains a sublicense of Global AT3 Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 9.2 (Audits) of the Master Agreement; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersIn-License. (c) If Alnylam Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b)Agreement, Alnylam Genzyme shall promptly notify MedCo Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for AlnylamGenzyme’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach]. Notwithstanding any sublicense, Alnylam Genzyme shall remain primarily liable to MedCo 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Alnylam for the performance of all of AlnylamGenzyme’s obligations under, and AlnylamGenzyme’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Sections 7.2.1 (License to Improvement Manufacturing Patent Rights) and 7.2.2 (License to Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) to [***]. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, 7.2.3 shall be subject and subordinate to the requirements provisions of this Section 6.2.3these Global License Terms and shall contain provisions consistent with those in these Global License Terms. Alnylam shall have promptly provide Genzyme with a copy of the right fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) remove provisions which are not necessary to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of monitor compliance with this Section 6.2.37.2.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 7 of the Master Agreement (Confidentiality and Publication) with respect to Genzyme’s Confidential Information and (ii) a requirement that the Sublicensee comply with the applicable provisions under any Genzyme In-License. (c) If Alnylam becomes aware of a material breach of any sublicense by any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of these Global License Terms, Alnylam shall promptly notify Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the provisions of these Global License Terms. [***]. Notwithstanding any sublicense, Alnylam shall remain primarily liable to Genzyme for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all provisions of, these Global License Terms. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee comply with all the terms of the sublicense necessary for Alnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Agreement.GLOBAL LICENSE TERMS

Sublicensing Terms. (ai) Alnylam Vir shall have the right to sublicense (through multiple tiers) any of its rights under Section 6.2.1 Sections 6.1(a) and 6.1(b) to any Affiliate of its Affiliates or Vir so long as it remains an Affiliate of Vir, and to any Third Party contractor without [***]. Any such sublicense shall comply with the prior written consent applicable terms of MedCothis Agreement, subject to including the requirements of this Section 6.2.3. 6.1(c) and payment to Alnylam shall have the right to sublicense any of its rights under share of any Program Transaction Revenue pursuant to Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19347.6. (bii) Each sublicense granted by Alnylam Vir pursuant to this Section 6.2.3 6.1(c) shall be subject to the terms and conditions of this Agreement Agreement, including Alnylam’s Profit-Sharing Option, and shall contain terms and conditions consistent with those the relevant terms in this Agreement. Each Vir shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, provided that Vir shall have the right to redact commercially sensitive terms in such sublicense to the extent that such redacted terms are not necessary for Alnylam to confirm its rights under this Agreement, and each such sublicense agreement shall contain the following provisions: (iA) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 9.1 with respect to MedCoAlnylam’s Confidential Information; provided, and (ii) subject to Section 6.4however, any other provisions applicable to that if such sublicense agreement contains a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereundersublicense of Licensed Product sales rights, to such sublicense agreement shall also contain the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersfollowing provisions:[***]. (ciii) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam Vir shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause ensure that, to the Sublicensee comply with extent possible, each such sublicense agreement provides that any and all the terms data and results, discoveries, and inventions, whether patentable or not, arising out of the sublicense necessary for Alnylam’s compliance and in connection with the terms of this AgreementLicensed Products may be used by each Party and its Related Parties to perform such Party’s obligations and to exploit such Party’s rights under the relevant Transaction Agreements. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within addition, Vir shall [***] days after notice of such breach and ]. (iiiv) such material breach also constitutes a breach of this Agreement, Alnylam shall terminate the sublicense at the request of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, Alnylam Vir shall remain primarily liable to MedCo Alnylam for the performance of all of AlnylamVir’s obligations under, and AlnylamVir’s compliance with all terms and conditions of, this Agreement, including all obligations delegated to its Sublicensees.

Sublicensing Terms. (ai) Alnylam shall have the right to sublicense any of its rights under Section 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 6.2(a) or Section 12.3(b11.3(b) to any of its Affiliates or to any Third Party without the prior written consent of MedCo[***], subject to the requirements of this Section 6.2.3. 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19346.2(c). (bii) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 6.2(c) shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each Alnylam shall promptly provide Vir with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, provided that Alnylam shall have the right to redact commercially sensitive terms in such sublicense to the extent that such redacted terms are not necessary for Vir to confirm its rights under this Agreement, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 9.1 with respect to MedCoVir’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (ciii) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to Alnylam under this Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause ensure that, to the Sublicensee comply extent possible, each such sublicense agreement with a sublicense of Alnylam’s rights under Section 6.2(a) provides that any and all the terms data and results, discoveries, and inventions, whether patentable or not, arising out of the sublicense necessary for Alnylammay be used by each Party and its Related Parties to perform such Party’s compliance with obligations and to exploit such Party’s rights under the terms of this Agreementrelevant Transaction Agreements. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreementaddition, Alnylam shall terminate use Commercially Reasonable Efforts to obtain a right to sublicense to Vir and its Related Parties any intellectual property arising out of the sublicense at for use in connection with the request performance of MedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach Vir’s obligations and exploitation of such obligations, Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Vir’s rights under the relevant Transaction Agreements. (iv) Notwithstanding any sublicense, Alnylam shall remain primarily liable to MedCo Vir for the performance of all of Alnylam’s obligations under, and Alnylam’s compliance with all terms and conditions of, this Agreement, including any obligations delegated to its Sublicensees.