Common use of Third Party Technology Clause in Contracts

Third Party Technology. (i) Section 3.16(b) of the Company Disclosure Schedule sets forth a list of all material software and databases used by the Company or any of its subsidiaries or for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company Third Party Technologies"), and all license agreements or other contracts pertaining thereto (the "Company Third Party Licenses"), indicating, with respect to each of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary thereto. The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company Third Party Licenses) (x) all Company Third Party Technology that is incorporated in or used in the development or production of Company Technology, and (y) all other Company Third Party Technology necessary for the conduct of the business of the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) All the Company Third Party Licenses are valid, binding and in full force and effect subject to the effect of applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each other party thereto has performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, or, to the Company's knowledge, any other party thereto, is in default under any of the Company Third Party Licenses, nor has there occurred any event or circumstance which with notice or lapse of time or both would constitute a default or event of default on the part of the Company or any of its subsidiaries or any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither the Company nor any of its subsidiaries has received notice that any party to any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder.

Third Party Technology. (i) Section 3.16(b) 2.17.3 of the Company Disclosure Schedule of Exceptions sets forth a list of all material software and databases Technology used by in the Company or any of its subsidiaries or Company's business for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company Third Party Technologies"), and all license agreements or other contracts pertaining thereto pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Company Third Party Licenses"), indicating, with respect to each of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary thereto. The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company the Third Party Licenses) (xa) all Company Third Party Technology that is incorporated in or used in the development or production of the Company Technology, Technology and (yb) all other Company Third Party Technology necessary for the conduct of the Company's business of as now conducted and as proposed to be conducted in any written materials furnished by the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) Parent. All the Company Third Party Licenses are valid, binding and in full force and effect subject effect, the Company and, to the effect of applicable bankruptcyCompany's knowledge, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each each other party thereto has have performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, ornor, to the Company's knowledge, any other party thereto, thereto is in material default under any of the Company Third Party Licensesthereunder, nor to the Company's knowledge has there occurred any event or circumstance which that with notice or lapse of time or both would constitute a material default or event of material default on the part of the Company or any of its subsidiaries or or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither The Company has not received written notice or to the Company nor Company's knowledge any of its subsidiaries has received other notice that any party to any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder.

Third Party Technology. (a) If after the Effective Date, (i) Section 3.16(b) of the Company Disclosure Schedule sets forth a list of all material software and databases used by the Company Alnylam or any of its subsidiaries Affiliates acquires from a Third Party Know-How or Patent Rights that would fall within the definition of Alnylam Patent Rights but for which the Company payment obligations to such Third Party, or (ii) Roche or any of its subsidiaries does not own all rightAffiliates acquires from a Third Party Know-How or Patent Rights that would fall within the definition of Roche Patent Rights but for payment obligations to such Third Party (the foregoing clauses (i) and (ii), title and interest (collectively, the "Company “Third Party Technologies"Technology”), and all license agreements or other contracts pertaining thereto (then the "Company Party acquiring the Third Party Licenses"), indicating, Technology shall promptly so notify the other Party and provide such other Party with a copy of the agreement and a written description of the payment obligations that would be allocated to the other Party hereunder. (b) Roche may elect to include Third Party Technology acquired by Alnylam or any of its Affiliates in the rights and licenses granted to Roche under Section 3.1 with respect to each the Discovery, Development, Manufacture or Commercialization of the Company Licensed Product(s) in the Field in the Territory by providing written notice to Alnylam of such election, and, in such event, (i) Roche shall be obligated to pay Alnylam the applicable amounts payable to such Third Party Technologies listed therein, the owner thereof and the Company for such Third Party License applicable theretoTechnology, if Roche is the Commercializing Party, in each case other than commercially available software accordance with Section 9.3(g) and the "shrinkwrap" licenses ancillary thereto. The Company or one of its subsidiaries has the lawful right subject to use deduction from royalties payable to Alnylam pursuant to Section 9.3(f), (free of any material restriction not expressly set forth in Company Third Party Licensesii) (x) all Company such Third Party Technology that is incorporated in or used in shall be deemed included within the development or production definition of Company TechnologyAlnylam Patent Rights and Alnylam Know-How, as applicable, and (yiii) all other Company the agreement with the Third Party under which such Third Party Technology necessary for the conduct of the business of the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably was acquired shall be expected to have, individually or included in the aggregate, a Company Material Adverse Effect. (ii) All the Company definition of Listed Alnylam Third Party Licenses are valid, binding and Agreements. Notwithstanding anything in full force and effect subject this Agreement to the effect of applicable bankruptcycontrary, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each other party thereto has performed in all material respects their obligations thereunder, and neither the Company Alnylam nor any of its subsidiaries, or, to the Company's knowledge, Affiliates shall enter into any agreement with any Third Party or take any other party thereto, is in default under any of the Company action that would prevent such Third Party Licenses, nor has there occurred any event or circumstance which with notice or lapse of time or both would constitute a default or event of default on the part of the Company Technology acquired by Alnylam or any of its subsidiaries Affiliates from becoming Alnylam Technology upon Roche’s election in accordance with this Section 10.6(b). (c) Alnylam may elect to include Third Party Technology acquired by Roche or any other party thereto of its Affiliates in the rights and licenses granted to Alnylam pursuant to Section 3.2 with respect to the Discovery, Development, Manufacture or give Commercialization of the Licensed Product(s) in the Field in the Territory by providing written notice to any other party thereto Roche of such election, and, in such event, (i) Alnylam shall be obligated to pay Roche the right applicable amounts payable to terminate or modify any Company such Third Party Licensefor such Third Party Technology, if Alnylam is the Commercializing Party, in accordance with Section 9.3(g) and subject to deduction from royalties payable to Roche pursuant to Section 9.3(f), and (ii) such Third Party Technology shall be deemed included within the definition of Roche Patent Rights and Roche Know-How, as applicable. Neither Notwithstanding anything in this Agreement to the Company contrary, neither Roche nor any of its subsidiaries has received notice that Affiliates shall enter into any party to agreement with any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) take any other action that would prevent such Company Third Party License Technology acquired by Roche or to exercise or decline to exercise any option or right thereunderof its Affiliates from becoming Roche Technology upon Alnylam’s election in accordance with this Section 10.6(c).

Third Party Technology. (i) Section 3.16(b) of Schedule 2.17.3 to the Company Disclosure Schedule Memorandum sets forth a list of all material software and databases used by of the Company or any of its subsidiaries or Technology for which the Company or any of its subsidiaries does not own all right, title and interest (other than portions of the Technology (a) licensed by the Company pursuant to standard, non-exclusive software licenses granted to end user customers in the ordinary course of business, complete and accurate copies of all material agreements of which have been provided to Parent, or (b) standard licenses purchased by the Company for off-the-shelf software or software "tools" that are available or through the Internet, in each case subject to commercially reasonable "shrink-wrap" or "click-wrap" license terms, complete and accurate copies of all material agreements of which have been provided to Parent ("Off-The-Shelf Software") (collectively, the "Company Third Party TechnologiesTechnology"), and all license agreements or other contracts pertaining thereto (. None of the "Company Third Party Licenses"), indicating, with respect Off-The Shelf Software contains any restrictions on Company's ability to each distribute any Technology that are material to the business of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary theretoas presently conducted. The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company Third Party Licensesthe licenses listed on Schedule 2.17.3 (complete and accurate copies of all material agreements of which have been provided to Parent)) (xi) all Company Third Party Technology that is incorporated in or used in the development or production of the Company Technology, Technology and (yii) all other Company Third Party Technology necessary for material to the conduct operation of the business of the Company and its subsidiaries as now presently conducted. To the Company's knowledge, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) All the Company all Third Party Licenses are valid, binding and in full force and effect subject to the effect of applicable bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equityeffect. Each other party thereto The Company has performed in all material respects their its obligations thereunderunder the Third Party Technology, and neither the Company nor any of its subsidiaries, oris not in default thereunder and, to the Company's knowledge, any other party thereto, is in default under any of the Company Third Party Licenses, nor knowledge has there occurred any event or circumstance which that with notice or lapse of time or both would constitute a default or event of default on the part of the Company or any of its subsidiaries or any other party thereto or give to any other party thereto the right to terminate or modify any Company of the Company's rights in the Third Party LicenseTechnology. Neither the The Company nor any of its subsidiaries has not received written notice that any party to any Company Third Party License Technology intends to cancel, terminate or refuse to renew (if renewable) any of the Company's right to such Company Third Party License Technology or to exercise or decline to exercise any option or right thereunder.

Third Party Technology. (i) Section 3.16(b) 3.14.3 of the Company Disclosure Schedule sets forth a list that is complete in all material respects of all material software and databases Technology used by in the Company or any of its subsidiaries or Company's business for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company Third Party TechnologiesTHIRD PARTY TECHNOLOGIES"), and all license agreements or other contracts pertaining thereto pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies other than license agreements included in shrink-wrapped software packages for software which is readily and generally commercially available to the Purchaser (the "Company Third Party LicensesTHIRD PARTY LICENSES"), indicating, with respect to each of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary thereto. The Company or one of its subsidiaries has the lawful right to use under the terms of the applicable Third Party License (free of any material restriction not expressly set forth in Company the Third Party Licenses) (xa) all Company Third Party Technology that is incorporated in or used in the development or production of the Company Technology, and (yb) all other Company Third Party Technology necessary for the conduct of the Company's business of as now conducted and as proposed to be conducted in any written materials furnished by the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) Purchaser. All the Company Third Party Licenses are valid, binding on the Company and in full force and effect subject effect, the Company and, to the effect of applicable bankruptcyCompany's knowledge, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each each other party thereto has have performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, ornor, to the Company's knowledge, any other party thereto, thereto is in material default under any of the Company Third Party Licensesthereunder, nor to the Company's knowledge has there occurred any event or circumstance which with notice or lapse of time or both would constitute a material default or event of default on the part of the Company or any of its subsidiaries or or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither the The Company nor any of its subsidiaries has not received notice that any party to any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder.

Third Party Technology. (i) Section 3.16(b) 2.17.3 of the Company Disclosure Schedule of Exceptions sets forth a list of all material software and databases Technology used by in the Company or any of its subsidiaries or Company's business for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company Third Party Technologies"), and all license agreements or other contracts pertaining thereto pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Company Third Party Licenses"), indicating, with respect to each of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary thereto. The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company the Third Party Licenses) (xa) all Company Third Party Technology that is incorporated in or used in the development or production of the Company Technology, Technology and (yb) all other Company Third Party Technology necessary for the conduct of the Company's business of as now conducted and as proposed to be conducted in any written materials furnished by the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) Parent. All the Company Third Party Licenses are valid, binding and in full force and effect subject effect, the Company and, to the effect of applicable bankruptcyCompany's knowledge, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each each other party thereto has have performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, ornor, to the Company's knowledge, any other party thereto, thereto is in material default under any of the Company Third Party Licensesthereunder, nor to the Company's knowledge has there occurred any event or circumstance which that with notice or lapse of time or both would constitute a material default or event of material default on the part of the Company or any of its subsidiaries or or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither The Company has not received written notice, or to the Company nor Company's knowledge any other kind of its subsidiaries has received notice notice, that any party to any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder.

Third Party Technology. (iSchedule 3.10(b) Section 3.16(b) of the Company Disclosure Schedule sets forth a list of all material software and databases Technology used by in the business of the Company or any of its subsidiaries or for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company “Third Party Technologies"”), and all license agreements or other contracts pertaining thereto Contracts pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Company “Third Party Licenses"”), indicating, with respect to each of the Company Third Party Technologies listed thereinlisted, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary theretoidentity of the entities (i.e. the Company) with the rights under the Third Party License, and any royalties to be paid thereunder. The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company Third Party Licensesa) (x) all Company such Third Party Technology that is incorporated in or used in the development or production of the Company Technology, and (yb) all other Company Third Party Technology necessary for the conduct of the business of the Company and its subsidiaries as now conducted and as proposed to be conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) . All the Company Third Party Licenses are valid, binding and in full force and effect subject effect; the Company and, to the effect Knowledge of applicable bankruptcythe Company, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each each other party thereto has have performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, ornor, to the Knowledge of the Company's knowledge, any other party thereto, thereto is in default under any of the Company Third Party Licensesthereunder, nor has there occurred any event or circumstance which with notice or lapse of time or both would constitute a default or event of default default, on the part of the Company or any or, to the Knowledge of its subsidiaries or the Company, any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither the The Company nor any of its subsidiaries has not received notice that any party to any Company Third Party License intends may intend to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents will neither violate, nor result in the breach, modification, cancellation, termination or suspension of any Third Party License by their terms. The Company is in compliance with, and has not breached any term of, any such Third Party License. Except as set forth on Schedule 3.10(b), following the Closing, the Parent Group will be permitted to exercise all of the rights under such Third Party License by their terms to the same extent Company had been or purported to have been exercising prior to the consummation of transactions contemplated by this Agreement and the other Transaction Documents and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Company would otherwise be required to pay. There is no provision in any of such Third Party License that the consummation of the transactions contemplated by this Agreement or the other Transaction Documents requires the Parent Group to (i) grant to any third party any right to or with respect to any intellectual property owned by, or licensed to, Parent or any of its Affiliates prior to the Closing, (ii) be bound by, or subject to, any non-compete or other restriction on the operation or scope of the Parent Group’s businesses, or (iii) be obligated to pay any royalties or other amounts to any third party in excess of those payable by Company prior to the Closing.

Third Party Technology. (i) Section 3.16(b3.9(c) of the Company Disclosure Schedule sets forth a list of all material software and databases Technology used by in the Company or any of its subsidiaries or Company's business for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company Third Party Technologies"), and all license agreements or other contracts pertaining thereto pursuant to which the Company has the right to use (in the manner used by the Company, or intended or necessary for use with the Company Technology) the Third Party Technologies (the "Company Third Party Licenses"), indicating, with respect to each of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case other than commercially available software and the "shrinkwrap" licenses ancillary thereto. The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company the Third Party Licenses) (xa) all Company Third Party Technology that is incorporated in or used in the development or production of the Company Technology, Technology and (yb) all other Company Third Party Technology necessary for the conduct of the Company's business of as now conducted and as proposed to be conducted in any written materials furnished by the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) Coyote. All the Company Third Party Licenses are valid, binding and in full force and effect subject effect, the Company and, to the effect of applicable bankruptcyCompany's Knowledge, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each each other party thereto has have performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, ornor, to the Company's knowledgeKnowledge, any other party thereto, thereto is in material default under any of the Company Third Party Licensesthereunder, nor to the Company's Knowledge has there occurred any event or circumstance which that with notice or lapse of time or both would constitute a material default or event of material default on the part of the Company or any of its subsidiaries or or, to the Company's Knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither The Company has not received written notice or to the Company nor Company's knowledge any of its subsidiaries has received other notice that any party to any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder.

Third Party Technology. (i) Section 3.16(b) 2.15.2 of the Company Disclosure Schedule of Exceptions sets forth a list of all material software and databases Technology used by in the Company or any of its subsidiaries or Company's business for which the Company or any of its subsidiaries does not own all right, title and interest (collectively, the "Company Third Party TechnologiesTHIRD PARTY TECHNOLOGY"), and all license agreements or other contracts pertaining thereto pursuant to which the Company has the right to use (in the manner used by the Company) the Third Party Technologies (the "Company Third Party LicensesTHIRD PARTY LICENSES"), indicating, with respect to each of the Company Third Party Technologies listed therein, the owner thereof and the Company Third Party License applicable thereto, in each case thereto (other than commercially available software shrink wrap licenses, shareware, open source and the "shrinkwrap" licenses ancillary theretoother public domain software). The Company or one of its subsidiaries has the lawful right to use (free of any material restriction not expressly set forth in Company the Third Party Licenses) (x) all Company Third Party Technology that is incorporated in or used in the development or production of Company Technology, and (y) all other Company Third Party Technology necessary for the conduct of the Company's business of as now conducted and as proposed to be conducted in any written materials furnished by the Company and its subsidiaries as now conducted, except where such failure to obtain such lawful right could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (ii) Parent. All the Company Third Party Licenses are valid, binding and in full force and effect subject effect, the Company and, to the effect of applicable bankruptcyCompany's knowledge, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally and to general principles of equity. Each each other party thereto has have performed in all material respects their obligations thereunder, and neither the Company nor any of its subsidiaries, ornor, to the Company's knowledge, any other party thereto, thereto is in default under any of the Company Third Party Licensesthereunder, nor to the Company's knowledge has there occurred any event or circumstance which that with notice or lapse of time or both would constitute a default or event of default on the part of the Company or any of its subsidiaries or or, to the Company's knowledge, any other party thereto or give to any other party thereto the right to terminate or modify any Company Third Party License. Neither the The Company nor any of its subsidiaries has not received notice that any party to any Company Third Party License intends to cancel, terminate or refuse to renew (if renewable) such Company Third Party License or to exercise or decline to exercise any option or right thereunder.