Common use of Sublicensing Terms Clause in Contracts

Sublicensing Terms. 9.3.4.1. Novartis will have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 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 Surface, subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED. 9.3.4.2. Each sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. 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 will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3. Notwithstanding any sublicense, Novartis will remain primarily liable to Surface for the performance of all of Novartis’s obligations under, and Novartis’s compliance with all provisions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) MedCo shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 Section 6.1.1 and 9.3.3 6.1.2 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 SurfaceAlnylam, subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 19336.1.3, AS AMENDEDexcept 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. 9.3.4.2. (b) Each sublicense granted by Novartis MedCo pursuant to this Section 9.3.4 will 6.1.3 shall 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. Novartis will as soon as reasonably practicable thereafter, MedCo shall promptly provide Surface Alnylam with a copy of any the fully executed sublicense agreement covering a material any Commercialization sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.4)hereunder, and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of that are no less stringent than Section 11.1 8.1 with respect to Surface’s Alnylam's Confidential Information; provided, (ii) however, that if such sublicense agreement contains a sublicense of Section 9.3.2Licensed Product sales rights, such sublicense agreement will shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis 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 10.12.37.5; and (iiiii) subject to Section 6.4, any other provisions applicable to a requirement 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. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the applicable provisions under any Surface Interms of the sublicense necessary for 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, MedCo shall terminate the sublicense at the request of Alnylam; 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, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-License. 9.3.4.3appealable 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, Novartis will MedCo shall remain primarily liable to Surface Alnylam for the performance of all of Novartis’s MedCo's obligations under, and Novartis’s MedCo's compliance with all provisions terms and conditions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis (a) Surface will have the right to sublicense any of its rights under Sections 9.3.19.2.1.1, 9.3.2 9.2.1.2,9.2.1.3, 9.2.2.1, 9.2.2.2, and 9.3.3 9.2.1.3 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 SurfaceNovartis, subject to the requirements of this Section 9.3.49.2.2.4. (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. 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 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 agreement contains a sublicense of Section 9.2.2.2, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Surface 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 10.12.3; 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 THE SECURITIES ACT OF 1933, AS AMENDED. 9.3.4.2. Each sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. 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 will contain the following provisions: (ic) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3. Notwithstanding any sublicense, Novartis Surface will remain primarily liable to Surface Novartis for the performance of all of NovartisSurface’s obligations under, and NovartisSurface’s compliance with all provisions of, this Agreement. (d) Notwithstanding the other provisions of this Section 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. Novartis will have [***] exercisable by written notice to Surface at any time within [***] 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 right of first negotiation. If Novartis does not exercise [***] within such initial [***] period, or if the Parties cannot agree on mutually acceptable terms during such subsequent [***] period, then, subject to the other terms of this Section 9.2.2.4, for a period of [***] following expiration of such subsequent [***] period, Surface may enter into the Proposed Surface Sublicense with a Third Party, provided, however, that Surface may not enter into any such Proposed Surface Sublicense during such [***] In all events, this Section 9.2.2.4(d) will not apply to (a) any permitted assignment of this Agreement under Section 16.1, 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 Surface or any of its Affiliates for the Research, Development, or Manufacture of any Regional Antibody Candidate or Regional Licensed Product as permitted under this Agreement on a fee-for-services basis, it being understood that under an agreement for such fee-for-services, fees paid to the Third Party for such services may include milestones or royalties. 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, AS AMENDED.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 Section 6.2.1 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) contractor without the prior written consent of SurfaceMedCo, subject to the requirements of this Section 9.3.46.2.3. 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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED1934. 9.3.4.2. (b) Each sublicense granted by Novartis Alnylam pursuant to this Section 9.3.4 will 6.2.3 shall 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. 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 Each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of that are no less stringent than Section 11.1 8.1 with respect to SurfaceMedCo’s Confidential Information, and (ii) if such sublicense agreement contains subject to Section 6.4, any other provisions applicable to a sublicense of Section 9.3.2Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary 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 relevant regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to the reports required to be made or records required to be maintained Alnylam under this Agreement; Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that use Commercially Reasonable Efforts to cause the Sublicensee comply with all the applicable provisions under any Surface Interms 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-License. 9.3.4.3appealable 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, Novartis will Alnylam shall remain primarily liable to Surface MedCo for the performance of all of NovartisAlnylam’s obligations under, and NovartisAlnylam’s compliance with all provisions terms and conditions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) MedCo shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 Section 6.1.1 and 9.3.3 6.1.2 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 SurfaceAlnylam, subject to the requirements of this Section 9.3.46.1.3, 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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED1934. 9.3.4.2. Each (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted by Novartis pursuant to MedCo under this Section 9.3.4 will be subject 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and subordinate use Commercially Reasonable Efforts to this Agreement and will contain provisions consistent cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms and conditions of this Agreement. 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 will contain In the following provisions: event that (i) a requirement that the Sublicensee comply with the confidentiality has failed to cure a material breach of such obligations within [***] days after notice of such breach and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such sublicense agreement contains Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a sublicense breach of Section 9.3.2such obligations, MedCo shall not be obligated to terminate such sublicense agreement will also contain the following provisions: (x) until such dispute is resolved by settlement, or in a requirement final, non-appealable decision of a court or arbitrator, finding that the such 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; had materially breached such sublicense and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3had not timely cured such material breach. Notwithstanding any sublicense, Novartis will MedCo shall remain primarily liable to Surface Alnylam for the performance of all of NovartisMedCo’s obligations under, and NovartisMedCo’s compliance with all provisions terms and conditions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 Section 6.2.1 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) contractor without the prior written consent of SurfaceMedCo, subject to the requirements of this Section 9.3.46.2.3. 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Alnylam 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, AS AMENDEDsubject to the requirements of this Section 6.2.3. 9.3.4.2. (b) Each sublicense granted by Novartis Alnylam pursuant to this Section 9.3.4 will 6.2.3 shall 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. 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 Each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of that are no less stringent than Section 11.1 8.1 with respect to Surface’s MedCo's Confidential Information, and (ii) if such sublicense agreement contains subject to Section 6.4, any other provisions applicable to a sublicense of Section 9.3.2Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, such sublicense agreement will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary 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 relevant regulatory matters. (c) If Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to the reports required to be made or records required to be maintained Alnylam under this Agreement; Section 6.2 or Section 12.3(b), Alnylam shall promptly notify MedCo of the particulars of the same and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that use Commercially Reasonable Efforts to cause the Sublicensee comply with all the applicable provisions under any Surface Interms 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-License. 9.3.4.3appealable 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, Novartis will Alnylam shall remain primarily liable to Surface MedCo for the performance of all of Novartis’s Alnylam's obligations under, and Novartis’s Alnylam's compliance with all provisions terms and conditions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 Aura and 9.3.3 to any of its Affiliates or shall be entitled to any Third Party grant sublicenses (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, subject to the requirements all or any portion of their rights under this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED. 9.3.4.2. Each Agreement; provided that each sublicense granted by Novartis Aura or its Affiliate pursuant to this Section 9.3.4 will 2.2.2 shall be subject and subordinate to this Agreement and will contain provisions consistent with 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. Novartis will as soon as reasonably practicable thereafterWithin [***] of execution of a Sublicense Agreement or amendment to a Sublicense Agreement with any Sublicensee, Aura shall provide Surface Clearside with a copy of any the executed sublicense agreement covering a material sublicense granted hereunder Sublicense Agreement or amendment, as applicable, which shall contain the identity of the Sublicensee (and which copy may be redacted as to remove provisions which are not necessary financial, economic and proprietary terms) and shall provide sufficient information to monitor compliance with this Section 9.3.4), and each such sublicense agreement will contain 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 of Section 11.1 Article 7 with respect to Surface’s both Parties’ Confidential Information, (ii) if . In the event Aura becomes aware of a material breach of any Sublicense Agreement by a Sublicensee that has not been cured pursuant to the terms of such sublicense agreement contains a sublicense Sublicense Agreement Aura shall promptly notify Clearside of Section 9.3.2, the particulars of same and shall enforce the terms of such sublicense agreement will also contain the following provisions: (x) a requirement that sublicense. If Aura does not cause 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; and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3. Notwithstanding any sublicenseterms of the Sublicense Agreement within [***] of Clearside’s request, Novartis will remain primarily liable to Surface for Aura shall, upon Clearside’s written direction, terminate the performance of all of Novartis’s obligations under, and Novartis’s compliance with all provisions of, this Sublicense Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 7.2.1 (License to Improvement Manufacturing Patent Rights) and 9.3.3 7.2.2 (License to any of its Affiliates or to any Third Party Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, to [***]. (b) Each sublicense granted by Alnylam pursuant to this Section 7.2.3 shall be subject and subordinate to the requirements provisions of these Global License Terms and shall contain provisions consistent with those in these Global License Terms. 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 9.3.47.2.3), 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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. 9.3.4.21934. Each sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. 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 will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3. Notwithstanding any sublicense, Novartis will remain primarily liable to Surface for the performance of all of Novartis’s obligations under, and Novartis’s compliance with all provisions of, this Agreement.GLOBAL LICENSE TERMS

Sublicensing Terms. 9.3.4.1. Novartis will (a) Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Sections 9.3.17.1.1 (Development License), 9.3.2 7.1.2 (Commercialization License) and 9.3.3 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 SurfaceAlnylam, subject to the requirements of this Section 9.3.47.1.4. [***] 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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.1934. GLOBAL LICENSE TERMS 9.3.4.2. (b) Each sublicense granted by Novartis Genzyme pursuant to this Section 9.3.4 will 7.1.4 shall be subject and subordinate to this Agreement the provisions of these Global License Terms and will shall contain provisions consistent with the terms and conditions of this Agreementthose in these Global License Terms. Novartis will as soon as reasonably practicable thereafter, Genzyme shall promptly provide Surface Alnylam with a copy of any the fully executed sublicense agreement covering a material any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.47.1.4), and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 7 of the Master Agreement (Confidentiality and Publication) with respect to SurfaceAlnylam’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Section 9.3.2Global Licensed Product Commercialization rights, such sublicense agreement will shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreementthese Global License Terms; and (y) the audit requirement set forth in Section 10.12.39.2 of the Master Agreement (Audits); and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Alnylam In-License. 9.3.4.3(c) If Genzyme becomes aware of a material breach of the terms of any sublicense by any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of these Global 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 terms of the sublicense necessary for Genzyme’s compliance with the terms of these Global License Terms. [***] Notwithstanding any sublicense, Novartis will Genzyme shall remain primarily liable to Surface Alnylam for the performance of all of NovartisGenzyme’s obligations under, and NovartisGenzyme’s compliance with all provisions of, this Agreementthese Global License Terms.

Sublicensing Terms. 9.3.4.1. Novartis Gemini and its Affiliates will have the right to sublicense any of its the rights granted under Sections 9.3.1, 9.3.2 and 9.3.3 Section 8.1 to any of its their Affiliates or to any Third Party third party (which sublicensed rights may be further sublicensable sublicenseable through multiple tiers) without the prior consent of Surface, subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED8.2. 9.3.4.2. (a) Each sublicense granted by Novartis pursuant to this Section 9.3.4 8.2 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Novartis Gemini will have the right to sublicense any of the rights granted under Section 8.1 without the prior consent of Sanquin. Gemini will as soon as reasonably practicable thereafter, provide Surface Sanquin with a copy of any executed sublicense agreement covering a material 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 Section 9.3.4Agreement and other highly sensitive information), and each 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 will contain prior to execution thereof. If Gemini so seeks Sanquin’s approval, Sanquin shall expressly approve or disapprove of the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) if such relevant sublicense agreement contains a sublicense of Section 9.3.2within 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 the relevant sublicense agreement will also contain the following provisions: agreement. (xb) a requirement that the Sublicensee submit applicable sales or other reports to Novartis Upon any termination of this Agreement, if and to the extent necessary or relevant that prior 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3. Notwithstanding such termination Gemini had granted any sublicense, Novartis provided (1) such sublicensee is then in good standing under the applicable sublicense agreement, (2) the terms of the sublicense are consistent with the terms of this Agreement, (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 execution of such sublicense agreement, then Sanquin will remain primarily liable grant (and hereby does grant) a direct license to Surface 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 performance sublicensee’s activities had the original sublicense remained in effect. At the written request of all such sublicensee (or Gemini on behalf of Novartis’s obligations undersuch sublicensee), Sanquin and Novartis’s compliance such sublicensee will memorialize such direct license by license agreement in a manner consistent with all provisions of, this AgreementAgreement and otherwise on a reasonable basis.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 7.2.1 (License to Improvement Manufacturing Patent Rights) and 9.3.3 7.2.2 (License to any of its Affiliates or to any Third Party Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, to [***]. (b) Each sublicense granted by Alnylam pursuant to this Section 7.2.3 shall be subject and subordinate to the requirements 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 hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.47.2.3), 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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED1934. 9.3.4.2. Each (c) If Alnylam becomes aware of a material breach of any sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of this Agreement, 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 and conditions of the sublicense necessary for Alnylam’s compliance with the provisions of this Agreement. 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 will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3[***]. Notwithstanding any sublicense, Novartis will Alnylam shall remain primarily liable to Surface Genzyme for the performance of all of NovartisAlnylam’s obligations under, and NovartisAlnylam’s compliance with all provisions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis (a) Xencor will have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 Section 9.1.2.1 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 SurfaceNovartis, subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED9.1.2.2. 9.3.4.2. (b) Each sublicense granted by Novartis Xencor pursuant to this Section 9.3.4 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. Novartis will as soon as reasonably practicable Xencor will, within [...***...] thereafter, provide Surface 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 related to monitor compliance with Xencor’s obligations under this Section 9.3.4Agreement), and each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, and (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Novartis In-License. For clarity, the obligation to provide a copy of each sublicense agreement includes the agreements granted through multiple tiers. 9.3.4.3. (c) Notwithstanding any sublicense, Novartis Xencor will remain primarily liable to Surface Novartis for the performance of all of NovartisXencor’s obligations under, and NovartisXencor’s compliance with all 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. 9.3.4.1. Novartis will (a) Subject to Section 7.4 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 7.1.1 (Development License) and 9.3.3 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 consent of SurfaceGenzyme, subject to the requirements of this Section 9.3.47.1.3. (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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. 9.3.4.21934. Each sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. 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 will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) 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 Novartis 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 10.12.38.5 (Audits); and (iiiz) a requirement that the Sublicensee comply with the applicable provisions under any Surface Genzyme In-License. 9.3.4.3. (c) If Alnylam becomes aware of a material breach of the terms of any sublicense granted under this Section 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 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 [***] Notwithstanding any sublicense, Novartis will Alnylam shall remain primarily liable to Surface Genzyme for the performance of all of NovartisAlnylam’s obligations under, and NovartisAlnylam’s compliance with all provisions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Sections 9.3.17.1.1 (Development License), 9.3.2 7.1.2 (Commercialization License), 7.1.3 (Manufacturing License) and 9.3.3 7.1.7 (License Grant to [***]) 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 SurfaceAlnylam, subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED7.1.4. 9.3.4.2. (b) Each sublicense granted by Novartis Genzyme pursuant to this Section 9.3.4 will 7.1.4 shall be subject and subordinate to the provisions of this Agreement and will shall contain provisions consistent with the terms and conditions of those in this Agreement. Novartis will as soon as reasonably practicable thereafter, Genzyme shall promptly provide Surface Alnylam with a copy of any the fully executed sublicense agreement covering a material any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.47.1.4), and each such sublicense ACTIVE/100404760.2 agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 7 (Confidentiality and Publication) of the Master Agreement with respect to SurfaceAlnylam’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Section 9.3.2Global AT3 Licensed Product Commercialization rights, such sublicense agreement will shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis 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 10.12.39.2 (Audits) of the Master Agreement; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Alnylam In-License. 9.3.4.3(c) If Genzyme becomes aware of a material breach of the terms of any sublicense by any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of this Agreement, 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 terms of the sublicense necessary for Genzyme’s compliance with the terms of this Agreement. [***]. Notwithstanding any sublicense, Novartis will Genzyme shall remain primarily liable to Surface Alnylam for the performance of all of NovartisGenzyme’s obligations under, and NovartisGenzyme’s compliance with all provisions of, this Agreement.

Sublicensing Terms. 9.3.4.1. (a) Novartis will have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 Section 9.2.1.1 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 SurfaceXencor, subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED9.2.1.2. 9.3.4.2. (b) Each sublicense granted by Novartis pursuant to this Section 9.3.4 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. Novartis will as soon as reasonably practicable within [...***...] thereafter, provide Surface Xencor 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 related to monitor compliance with Novartis’ obligations under this Section 9.3.4Agreement), and each such sublicense agreement will contain the following provisions: , (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information11.1, (ii) 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 Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and , (yiii) the audit requirement set forth in Section 10.12.3; 10.10, and (iiiiv) a requirement that the Sublicensee comply with the applicable provisions under any Surface Xencor In-License. For clarity, the obligation to provide a copy of each sublicense agreement includes the agreements granted through multiple tiers. 9.3.4.3. (c) Notwithstanding any sublicense, Novartis will remain primarily liable to Surface Xencor for the performance of all of Novartis’s ’ obligations under, and Novartis’s ’ compliance with all 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. 9.3.4.1. Novartis will (a) Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1Section 7.2.1 (Commercialization License in the Co-Co Territory), 9.3.2 7.2.2 (License to Improvement Manufacturing Patent Rights) and 9.3.3 7.2.3 (License to 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 provisions of these Co-Co License Terms and shall contain terms and conditions consistent with those in these Co-Co License Terms. Alnylam shall promptly provide Genzyme with a copy of the fully executed sublicense agreement covering any of its Affiliates or to any Third Party sublicense granted hereunder (which sublicensed rights copy may be further sublicensable through multiple tiers) without the prior consent of Surface, subject redacted to the requirements of remove terms and conditions which are not necessary to monitor compliance with this Section 9.3.47.2.4), 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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19331934. CO-CO LICENSE TERMS (c) If Alnylam becomes aware of a material breach of any sublicense by any Alnylam Sublicensee, AS AMENDED. 9.3.4.2. Each sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent compliance with which is necessary for Alnylam’s compliance with the provisions of these Co-Co 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 and conditions of this Agreement. Novartis will as soon as reasonably practicable thereafter, provide Surface with a copy of any executed the sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor for Alnylam’s compliance with this Section 9.3.4), and each such sublicense agreement will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Inthese Co-License. 9.3.4.3Co License Terms. [***] Notwithstanding any sublicense, Novartis will Alnylam shall remain primarily liable to Surface Genzyme for the performance of all of NovartisAlnylam’s obligations under, and NovartisAlnylam’s compliance with all provisions terms and conditions of, this Agreementthese Co-Co License Terms.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 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 Surface, subject to the requirements of this Section 9.3.4. 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 UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19331934. under Sections 7.1.1 (Development License), AS AMENDED7.1.2 (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. 9.3.4.2. (b) Each sublicense granted by Novartis Genzyme pursuant to this Section 9.3.4 will 7.1.4 shall be subject and subordinate to the provisions of this Agreement and will shall contain provisions consistent with the terms and conditions of those in this Agreement. Novartis will as soon as reasonably practicable thereafter, Genzyme shall promptly provide Surface Alnylam with a copy of any the fully executed sublicense agreement covering a material any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.47.1.4), and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 7 (Confidentiality and Publication) of the Master Agreement with respect to SurfaceAlnylam’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Section 9.3.2Global AT3 Licensed Product Commercialization rights, such sublicense agreement will shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis 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 10.12.39.2 (Audits) of the Master Agreement; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Alnylam In-License. 9.3.4.3(c) If Genzyme becomes aware of a material breach of the terms of any sublicense by any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of this Agreement, 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 terms of the sublicense necessary for Genzyme’s compliance with the terms of this Agreement. [***]. Notwithstanding any sublicense, Novartis will Genzyme shall remain primarily liable to Surface 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 NovartisGenzyme’s obligations under, and NovartisGenzyme’s compliance with all provisions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1Section 7.2.1, 9.3.2 7.2.2 and 9.3.3 to any of its Affiliates or to any Third Party 7.2.3 (which sublicensed rights may be further sublicensable through multiple tiers) to any of its Affiliates or to any Third Party without the prior consent of SurfaceGenzyme, and subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED7.2.4; 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. 9.3.4.2. (b) Each sublicense granted by Novartis Alnylam pursuant to this Section 9.3.4 will 7.2.4 shall 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. Novartis will as soon as reasonably practicable thereafter, Alnylam shall promptly provide Surface Genzyme with a copy of any the fully executed sublicense agreement covering a material any sublicense granted hereunder (which copy may be redacted to remove provisions terms and conditions which are not necessary to monitor compliance with this Section 9.3.47.2.4), and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 9 with respect to SurfaceGenzyme’s Confidential Information, Information and (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Genzyme In-License. 9.3.4.3(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 terms of this Agreement, 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 terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach 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 Genzyme. Notwithstanding any sublicense, Novartis will Alnylam shall remain primarily liable to Surface Genzyme for the performance of all of NovartisAlnylam’s obligations under, and NovartisAlnylam’s compliance with all provisions terms and conditions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 7.2.1 (License to Improvement Manufacturing Patent Rights) and 9.3.3 7.2.2 (License to any of its Affiliates or to any Third Party Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface, subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED. 9.3.4.2. (b) Each sublicense granted by Novartis Alnylam pursuant to this Section 9.3.4 will 7.2.3 shall be subject and subordinate to the provisions of this Agreement and will shall contain provisions consistent with the terms and conditions of those in this Agreement. Novartis will as soon as reasonably practicable thereafter, Alnylam shall promptly provide Surface Genzyme with a copy of any the fully executed sublicense agreement covering a material any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.47.2.3), and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 7 (Confidentiality and Publication) of the Master Agreement with respect to SurfaceGenzyme’s Confidential Information, Information and (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Genzyme In-License. 9.3.4.3(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 this Agreement, Alnylam shall promptly notify Genzyme of the particulars of the same and [***] cause the Sublicensee to comply with all the terms of the sublicense necessary for Alnylam’s compliance with the provisions of this Agreement. [***] Notwithstanding any sublicense, Novartis will Alnylam shall remain primarily liable to Surface Genzyme for the performance of all of NovartisAlnylam’s obligations under, and NovartisAlnylam’s compliance with all provisions of, this Agreement.. ACTIVE/100404760.2

Sublicensing Terms. 9.3.4.1. Novartis will (a) Genzyme shall have the right to sublicense any of its rights under Sections 9.3.1(i) Section 7.1.1 (Development License), 9.3.2 (ii) the license granted in clause (i) (but not clause (ii)) of Section 7.1.2 (Commercialization License), and 9.3.3 (iii) Section 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 SurfaceAlnylam, subject to the requirements of this Section 9.3.47.1.4. [***] (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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. 9.3.4.21934. Each sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. Novartis will as soon as reasonably practicable thereafter, provide Surface with a copy of any executed sublicense CO-CO LICENSE TERMS agreement covering a material any sublicense granted hereunder (which copy may be redacted to remove provisions terms and conditions which are not necessary to monitor compliance with this Section 9.3.47.1.4), and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 7 of the Master Agreement (Confidentiality and Publication) with respect to SurfaceAlnylam’s Confidential Information, ; (ii) if such sublicense agreement contains a sublicense of Section 9.3.2Co-Co Licensed Product Commercialization rights, such sublicense agreement will shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreementthese Co-Co License Terms; and (y) the audit requirement set forth in Section 10.12.39.2 of the Master Agreement (Audits); and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Alnylam In-License. 9.3.4.3(c) If Genzyme becomes aware of a material breach of the terms of any sublicense by any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the provisions of these Co-Co 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 terms of the sublicense necessary for Genzyme’s compliance with the provisions of these Co-Co License Terms. [***] Notwithstanding any sublicense, Novartis will Genzyme shall remain primarily liable to Surface Alnylam for the performance of all of NovartisGenzyme’s obligations under, and NovartisGenzyme’s compliance with all provisions of, this Agreementthese Co-Co License Terms.

Sublicensing Terms. 9.3.4.1. (a) Novartis will have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 Section 9.3.1.1 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 SurfaceXencor, subject to the requirements of this Section 9.3.49.3.1.2. 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, AS AMENDED.-85- 9.3.4.2. (b) Each sublicense granted by Novartis pursuant to this Section 9.3.4 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. Novartis will as soon as reasonably practicable within [...***...] thereafter, provide Surface Xencor 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 related to monitor compliance with Novartis’ obligations under this Section 9.3.4Agreement), and each such sublicense agreement will contain the following provisions: , (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information11.1, (ii) 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 Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and , (yiii) the audit requirement set forth in Section 10.12.3; 10.10, and (iiiiv) a requirement that the Sublicensee comply with the applicable provisions under any Surface Xencor In-License. For clarity, the obligation to provide a copy of each sublicense agreement includes the agreements granted through multiple tiers. 9.3.4.3. (c) Notwithstanding any sublicense, Novartis will remain primarily liable to Surface Xencor for the performance of all of Novartis’s ’ obligations under, and Novartis’s ’ compliance with all 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. 9.3.4.1. Novartis will (i) Vir shall have the right to sublicense (through multiple tiers) any of its rights under Sections 9.3.1, 9.3.2 6.1(a) and 9.3.3 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 (which sublicensed rights may be further sublicensable through multiple tiers) without [***]. Any such sublicense shall comply with the prior consent applicable terms of Surfacethis Agreement, subject to including the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED6.1(c) and payment to Alnylam of its share of any Program Transaction Revenue pursuant to Section 7.6. 9.3.4.2. (ii) Each sublicense granted by Novartis Vir pursuant to this Section 9.3.4 will 6.1(c) shall be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement, including Alnylam’s Profit-Sharing Option, and shall contain terms and conditions consistent with the relevant terms in this Agreement. Novartis will as soon as reasonably practicable thereafter, Vir shall promptly provide Surface Alnylam with a copy of any the fully executed sublicense agreement covering a material any Commercialization sublicense granted hereunder (which copy may be hereunder, provided that Vir shall have the right to redact commercially sensitive terms in such sublicense to the extent that such redacted to remove provisions which terms are not necessary for Alnylam to monitor compliance with confirm its rights under this Section 9.3.4)Agreement, and each such sublicense agreement will shall contain the following provisions: (iA) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of that are no less stringent than Section 11.1 9.1 with respect to SurfaceAlnylam’s Confidential Information; provided, (ii) however, that if such sublicense agreement contains a sublicense of Section 9.3.2Licensed Product sales rights, such sublicense agreement will shall also contain the following provisions: :[***]. (xiii) a requirement that the Sublicensee submit applicable sales or other reports Vir shall use Commercially Reasonable Efforts to Novartis ensure that, to the extent necessary possible, each such sublicense agreement provides that any and all data and results, discoveries, and inventions, whether patentable or relevant to not, arising out of the reports required to be made or records required to be maintained under this Agreement; sublicense and (y) the audit requirement set forth in Section 10.12.3; and (iii) a requirement that the Sublicensee comply connection with the applicable provisions Licensed 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 any Surface In-Licensethe relevant Transaction Agreements. In addition, Vir shall [***]. 9.3.4.3. (iv) Notwithstanding any sublicense, Novartis will Vir shall remain primarily liable to Surface Alnylam for the performance of all of NovartisVir’s obligations under, and NovartisVir’s compliance with all provisions terms and conditions of, this Agreement, including all obligations delegated to its Sublicensees.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Genzyme shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 Section 7.1.1 and 9.3.3 7.1.2 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 SurfaceAlnylam, subject to the requirements of this Section 9.3.47.1.3. 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Notwithstanding the foregoing, AS AMENDEDGenzyme shall not have the right to sublicense to a Third Party either (i) its primary Development or Commercialization rights in Japan; or (ii) all or substantially all of its rights under this Agreement. 9.3.4.2. (b) Each sublicense granted by Novartis Genzyme pursuant to this Section 9.3.4 will 7.1.3 shall 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. Novartis will as soon as reasonably practicable thereafter, Genzyme shall promptly provide Surface Alnylam with a copy of any the fully executed sublicense agreement covering a material any sublicense granted hereunder (which copy may be redacted to remove provisions terms and conditions which are not necessary to monitor compliance with this Section 9.3.47.1.3), and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 9 with respect to SurfaceAlnylam’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Section 9.3.2Licensed Product Commercialization rights, such sublicense agreement will shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Novartis 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 10.12.38.4; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface Alnylam In-License. 9.3.4.3(c) If Genzyme becomes aware of a material breach of the terms of any sublicense by any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of this Agreement, 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 terms of the sublicense necessary for Genzyme’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach within [**] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, Genzyme shall terminate the sublicense at the request of Alnylam. Notwithstanding any sublicense, Novartis will Genzyme shall remain primarily liable to Surface Alnylam for the performance of all of NovartisGenzyme’s obligations under, and NovartisGenzyme’s compliance with all provisions terms and conditions of, this Agreement.

Sublicensing Terms. 9.3.4.1. Novartis will (a) Genzyme shall have the right to sublicense any of its rights under Sections 9.3.16.1.1 (Development License in the Genzyme Territory), 9.3.2 6.1.2 (Commercialization License in the Genzyme Territory) and 9.3.3 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 consent of SurfaceAlnylam, subject to the requirements of this Section 9.3.46.1.4. [***]. (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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. 9.3.4.21934. Each sublicense granted by Novartis pursuant to this Section 9.3.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. 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 will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 11.1 with respect to Surface’s Confidential Information, (ii) 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 Novartis 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 10.12.3; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Surface In-License. 9.3.4.3. Notwithstanding any sublicense, Novartis will remain primarily liable to Surface for the performance of all of Novartis’s obligations under, and Novartis’s compliance with all provisions of, this Agreement.REGIONAL LICENSE TERMS

Sublicensing Terms. 9.3.4.1. Novartis will (i) Alnylam shall have the right to sublicense any of its rights under Sections 9.3.1, 9.3.2 and 9.3.3 Section 6.2(a) or Section 11.3(b) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Surface[***], subject to the requirements of this Section 9.3.4. 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 THE SECURITIES ACT OF 1933, AS AMENDED6.2(c). 9.3.4.2. (ii) Each sublicense granted by Novartis Alnylam pursuant to this Section 9.3.4 will 6.2(c) shall 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. Novartis will as soon as reasonably practicable thereafter, Alnylam shall promptly provide Surface Vir with a copy of any the fully executed sublicense agreement covering a material any Commercialization sublicense granted hereunder (which copy may be hereunder, provided that Alnylam shall have the right to redact commercially sensitive terms in such sublicense to the extent that such redacted to remove provisions which terms are not necessary for Vir to monitor compliance with confirm its rights under this Section 9.3.4)Agreement, and each such sublicense agreement will shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of that are no less stringent than Section 11.1 9.1 with respect to SurfaceVir’s Confidential Information. (iii) Alnylam shall use Commercially Reasonable Efforts to ensure that, (ii) if to the extent possible, each such sublicense agreement contains with a sublicense of Alnylam’s rights under Section 9.3.26.2(a) provides that any and all data and results, discoveries, and inventions, whether patentable or not, arising out of the sublicense 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 addition, Alnylam shall use Commercially Reasonable Efforts to obtain a right to sublicense agreement will also contain to Vir and its Related Parties any intellectual property arising out of the following provisions: (x) a requirement that 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; and (y) the audit requirement set forth sublicense for use in Section 10.12.3; and (iii) a requirement that the Sublicensee comply connection with the applicable provisions performance of Vir’s obligations and exploitation of Vir’s rights under any Surface In-Licensethe relevant Transaction Agreements. 9.3.4.3. (iv) Notwithstanding any sublicense, Novartis will Alnylam shall remain primarily liable to Surface Vir for the performance of all of NovartisAlnylam’s obligations under, and NovartisAlnylam’s compliance with all provisions terms and conditions of, this Agreement, including any obligations delegated to its Sublicensees.