definiens: shall mean milestone payments, royalty payments and other payments, orportions thereof ( in the case of any such milestone payment or other non - royalty payment, appropriately allocated to aLicensed Product, if the whole payment includes an amount that should be attributed to Patent Rights that Covertechnology or products other than such Licensed Product ) to a Third Party made by [COMPANY] under Third Partyagreements ( other than Listed [COMPANY] Third Party Agreements or Pre - Existing Alliance Agreements ) to license PatentRights Covering such Third Party ’s technology if, in the absence of such license, the licensed use by [COMPANY] of theAlnylam Patent Rights in respect of a Licensed Product for which royalties are payable hereunder would infringe suchPatent Rights ; provided, however, that Required Third Party Payments with respect to a Licensed Product shall notinclude any milestone payments, royalties or other payments to the extent payable to obtain access to a specific Targetor Targets so that such Target or Targets can be the subject of Development efforts, but shall include such milestonepayments ( or portions thereof ), royalties and other payments ( or portions thereof ) to the extent necessary to obtainaccess to Third Party Delivery Technologies for delivery of such Licensed Product, or manufacturing techniques for suchDelivery Technologies