Alnylam Intellectual Property definition
Examples of Alnylam Intellectual Property in a sentence
The deliveries will include un-redacted copies of agreements that directly or indirectly grant or restrict rights in Alnylam Intellectual Property, which may be redacted to comply with confidentiality obligations and to exclude terms that do not relate to Novartis’s rights or obligations; provided, that Alnylam will use commercially reasonable efforts to ensure that Novartis is granted access to un-redacted copies of such agreements.
Notwithstanding the foregoing, Novartis has the sole and exclusive right to initiate a suit under Alnylam Intellectual Property to protect a Discovered RNAi Compound, a Licensed Product or IP created solely by Novartis or jointly by Novartis and Alnylam in the Research Collaboration; Alnylam must provide reasonable assistance at Novartis’ request.
In the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property covering a Collaboration Product, Alnylam must use its best efforts to ensure that such rights include the right to sublicense to Novartis such Broad RNAi Intellectual Property or other Alnylam Intellectual Property.
Alnylam will periodically deliver to Novartis all Alnylam Intellectual Property specifically relating to the Discovered RNAi Compounds, relating to the Research Collaboration, or otherwise necessary or useful to the Discovery, Development, Commercialization or Manufacture of Discovered RNAi Compounds or Collaboration Products.
As and to the extent that such rights previously or subsequently granted to Pre-Existing Alliance Parties under Alnylam Intellectual Property lapse, terminate or otherwise revert to Alnylam, they shall be automatically included in the rights under Alnylam Intellectual Property granted to Novartis under Sections 3.1(a) through (c).
Novartis's rights and licenses under such Alnylam Intellectual Property are limited to the rights granted to Alnylam under Third Party agreements granting Alnylam rights thereunder and Novartis shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements.
For the avoidance of doubt, in granting the rights under Sections 3.1 and 3.2, Alnylam and Novartis are granting, on behalf of their current and future Affiliates (other than a Third Party that becomes an Affiliate of Alnylam as a result of a Change of Control), such Affiliates' respective rights under the Alnylam Intellectual Property and Novartis Intellectual Property, as the case may be, that are owned or licensed by such Affiliates.
Notwithstanding the license grants in Sections 6.1(a) and 6.1(b), Alnylam retains the rights under Alnylam Intellectual Property (a) to Develop and Manufacture Licensed Products in the Field in the Territory solely for the purpose and only to the extent necessary for the performance of its obligations under this Agreements, and (b) subject to Alnylam’s obligations under Section 10.5(a), for [***].
For the avoidance of doubt, Alnylam shall not, and shall ensure that its Affiliates do not, grant to any Third Party any rights under Alnylam Intellectual Property to engage in any of the foregoing activities.
In the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product, Alnylam shall use its best efforts to ensure that such rights include the right to sublicense to Novartis such Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product.