Common use of Transfer of Manufacturing Know-How Clause in Contracts

Transfer of Manufacturing Know-How. Following Acceptance of an IND for a Collaboration Product within a particular Collaboration Program, upon Genzyme’s request, Voyager shall transfer to Genzyme all Know-How Controlled by Voyager during the Term that is necessary or useful to enable the Manufacture of Agreement Products for such Collaboration Program, and not previously transferred to Genzyme under this Agreement, by providing copies or samples of relevant documentation, materials and other embodiments of such Know-How, and by making available its qualified technical personnel on a reasonable basis to consult with Genzyme with respect to such Know-How. Each such Know-How transfer requested by Genzyme (“Technology Transfer”) shall be commenced within a mutually agreed time following Genzyme’s request and conducted pursuant to a mutually-agreed technology transfer plan developed by the Parties for the purpose of ensuring the complete and timely transfer of such Know-How in a manner that is consistent with then-current internal technology transfer corporate standards (or equivalent policy) of Genzyme (to the extent a copy of such standards or equivalent policy has been provided to Voyager). Genzyme will reimburse Voyager for its Development FTE Costs (for Development FTEs directly engaged to perform such Technology Transfer) and Out-of-Pocket Costs incurred in the course of such Technology Transfers, provided that such Out-of-Pocket Costs are incurred in accordance with the mutually-agreed technology transfer plan and Voyager provides an invoice to Genzyme evidencing such costs. Genzyme shall pay such amounts within [***] of receipt of invoice therefor. For clarity, Genzyme may make this request prior to the anticipated Option Exercise Date of a Collaboration Product to enable Manufacturing for the further Development of such Agreement Product following the Option Exercise Date.

Transfer of Manufacturing Know-How. Following Acceptance of an IND for a Collaboration Product within a particular Collaboration Program, upon At Genzyme’s requestrequest at any time during the Term, Voyager Alnylam shall transfer to Genzyme, a Genzyme Related Party, or a Third Party manufacturer, all Alnylam Know-How Controlled by Voyager during the Term that is necessary or useful to enable the Manufacture of Agreement the Licensed Products for such Collaboration Program, and not previously transferred to Genzyme, a Genzyme under this AgreementRelated Party, or such Third Party manufacturer, in bulk and/or finished form (as requested by Genzyme), by providing copies or samples of relevant documentation, materials and other embodiments of such Know-How, How and by making available its qualified technical personnel on a reasonable basis to consult with Genzyme Genzyme, its Related Party, or such Third Party manufacturer with respect to such Know-How. Each If requested by Genzyme, such Know-How transfer requested by Genzyme (“Technology Transfer”) shall be commenced within a mutually agreed time following Genzyme’s request and conducted pursuant to a mutually-agreed technology transfer plan developed by the Parties parties for the purpose of ensuring the complete and timely transfer of such Know-How in a manner that is consistent with then-Genzyme’s then current internal technology transfer corporate standards Technology Transfer Corporate Standard (or equivalent policy) of Genzyme (to the extent a copy of such standards or equivalent policy has that have been provided to Voyager)Alnylam. Such Know-How transfer shall be conducted at Alnylam’s sole expense for the first [**] hours of Alnylam employees’ time, and thereafter at Genzyme’s expense at the cost of Alnylam employees’ time at the FTE Rate. Genzyme will reimburse Voyager Alnylam for its Development FTE Costs (for Development FTEs directly engaged to perform such Technology Transfer) and Out-of-Pocket Costs incurred in the course of such Technology Transferstransfer, provided that such Out-of-Pocket Costs are incurred approved in accordance with the mutually-agreed technology transfer plan advance by Genzyme and Voyager provides an invoice to Genzyme evidencing such costsitemized in Alnylam’s invoice. Genzyme shall pay Alnylam such amounts FTE Rate and reimburse Alnylam for such Out-of-Pocket Costs within [***] of days after receipt of an invoice therefor. For clarity, Genzyme may make this request prior to the anticipated Option Exercise Date of a Collaboration Product to enable Manufacturing for the further Development of such Agreement Product following the Option Exercise Date.

Transfer of Manufacturing Know-How. Following Acceptance of an IND for a Collaboration Product within a particular Collaboration ProgramDuring the Term, upon GenzymeSarepta’s request, Voyager Summit shall transfer to Genzyme Sarepta and to the applicable Second Source and Back-Up Sources described in Section 6.4 all Summit Know-How then Controlled by Voyager during the Term Summit that is reasonably necessary or useful to enable the Manufacture of Agreement Products each Licensed Product for such Collaboration Program, clinical or commercial use and not previously transferred to Genzyme Sarepta under this Agreement, Agreement by providing copies or samples of relevant documentation, materials and other embodiments of such Know-How, and by making available its qualified technical personnel on a reasonable basis to consult with Genzyme Sarepta, the Second Source and Back-Up Sources, as applicable, with respect to such Know-How. Each such Know-How transfer requested by Genzyme Sarepta for itself, for the Second Source or for a Sarepta-selected Back-Up Source (“Technology Transfer”) shall be commenced within a mutually agreed time commercially reasonable timeframe following GenzymeSarepta’s request and conducted pursuant to a mutually-an agreed technology transfer plan to be developed by the Parties (with input from the Second Source or Back-Up Sources, as applicable) for the purpose of ensuring the complete and timely transfer of such Know-How in a manner that is consistent with then-current internal technology transfer corporate standards (or equivalent policy) of Genzyme Sarepta or the Second Source or Back-Up Sources, as applicable (to the extent a copy of such standards or equivalent policy has been provided to VoyagerSummit). Genzyme will reimburse Voyager for its Development FTE Costs (for Development FTEs directly engaged to perform The cost of any such Technology Transfer) Transfer shall be borne by the Parties as if such cost were Development Costs and Summit’s personnel costs therefor shall be computed using the FTE Rate (pro-rated for partial FTE usage). Summit’s Out-of-Pocket Costs incurred in the course of such Technology TransfersTransfers shall also be borne by the Parties as if such costs were Development Costs, provided that such Out-of-Pocket Costs are incurred in accordance with the mutually-agreed technology transfer plan and Voyager provides an invoice to Genzyme evidencing such costs. Genzyme shall pay such amounts within [***] of receipt of invoice therefor. For clarity, Genzyme may make this request prior to the anticipated Option Exercise Date of a Collaboration Product to enable Manufacturing for the further Development of such Agreement Product following the Option Exercise Dateplan.

Transfer of Manufacturing Know-How. Following Acceptance of an IND for a Collaboration Product within a particular Collaboration ProgramDuring the Term, upon GenzymeSarepta’s request, Voyager Summit shall transfer to Genzyme Sarepta and to the applicable Second Source and Back-Up Sources described in Section 6.4 all Summit Know-How then Controlled by Voyager during the Term Summit that is reasonably necessary or useful to enable the Manufacture of Agreement Products each Licensed Product for such Collaboration Program, clinical or commercial use and not previously transferred to Genzyme Sarepta under this Agreement, Agreement by providing copies or samples of relevant documentation, materials and other embodiments of such Know-How, and by making available its qualified technical personnel on a reasonable basis to consult with Genzyme Sarepta, the Second Source and Back-Up Sources, as applicable, with respect to such Know-How. Each such Know-How transfer requested by Genzyme Sarepta for itself, for the Second Source or for a Sarepta-selected Back-Up Source (“Technology Transfer”) shall be commenced within a mutually agreed time commercially reasonable timeframe following GenzymeSarepta’s request and conducted pursuant to a mutually-an agreed technology [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. transfer plan to be developed by the Parties (with input from the Second Source or Back-Up Sources, as applicable) for the purpose of ensuring the complete and timely transfer of such Know-How in a manner that is consistent with then-current internal technology transfer corporate standards (or equivalent policy) of Genzyme Sarepta or the Second Source or Back-Up Sources, as applicable (to the extent a copy of such standards or equivalent policy has been provided to VoyagerSummit). Genzyme will reimburse Voyager for its Development FTE Costs (for Development FTEs directly engaged to perform The cost of any such Technology Transfer) Transfer shall be borne by the Parties as if such cost were Development Costs and Summit’s personnel costs therefor shall be computed using the FTE Rate (pro-rated for partial FTE usage). Summit’s Out-of-Pocket Costs incurred in the course of such Technology TransfersTransfers shall also be borne by the Parties as if such costs were Development Costs, provided that such Out-of-Pocket Costs are incurred in accordance with the mutually-agreed technology transfer plan and Voyager provides an invoice to Genzyme evidencing such costs. Genzyme shall pay such amounts within [***] of receipt of invoice therefor. For clarity, Genzyme may make this request prior to the anticipated Option Exercise Date of a Collaboration Product to enable Manufacturing for the further Development of such Agreement Product following the Option Exercise Dateplan.