definiens: ( as such term is defined in the ALNYLAM - TEKMIRA License Agreement),ALNYLAM shall not be required to pay royalties or milestone fees with respect to such ALNYLAM DevelopmentProduct that is a Licensed Product under both this Agreement and the ALNYLAM - TEKMIRA License Agreement, but, rather, shall pay only the larger of such royalties or milestone fees under such agreements, respectively . Moreover, inthe event that ALNYLAM is required to make any payments to UBC pursuant to the UBC Sublicense Agreement orpursuant to a direct license agreement between UBC and ALNYLAM as a result of the default by, or bankruptcy orinsolvency of, TEKMIRA as more fully described in Section 3.4 and Article 17.0 of the Tekmira - UBC LicenseAgreement ( as such terms are defined in the ALNYLAM - TEKMIRA License Agreement ), then ALNYLAM shall beentitled to offset any amounts payable by ALNYLAM to PROTIVA under this Agreement pursuant to this Section 4.12by the amount of ALNYLAM ’s payments to UBC until such amounts have been credited in full