definiens: ( as such term is defined in the ALNYLAM - TEKMIRA License Agreement ), ALNYLAM shall notbe required to pay royalties or milestone fees with respect to such ALNYLAM Development Product that is a Licensed Productunder both this Agreement and the ALNYLAM - TEKMIRA License Agreement, but, rather, shall pay only the larger of suchroyalties or milestone fees under such agreements, respectively . Moreover, in the event that ALNYLAM is required to makeany payments to UBC pursuant to the UBC Sublicense Agreement or pursuant to a direct license agreement between UBC andALNYLAM as a result of the default by, or bankruptcy or insolvency of, TEKMIRA as more fully described in Section 3.4 andArticle 17.0 of the Tekmira - UBC License Agreement ( as such terms are defined in the ALNYLAM - TEKMIRA LicenseAgreement ), then ALNYLAM shall be entitled to offset any amounts payable by ALNYLAM to PROTIVA under thisAgreement pursuant to this Section 4.12 by the amount of ALNYLAM ’s payments to UBC until such amounts have beencredited in full