exv10w39






Exhibit 10.39




Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




EXECUTION COPY




AMENDED AND RESTATED




LICENSE AND COLLABORATION AGREEMENT



by and between



TEKMIRA PHARMACEUTICALS CORPORATION



and



ALNYLAM PHARMACEUTICALS, INC.


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AMENDED AND RESTATED

LICENSE AND COLLABORATION AGREEMENT




     This AMENDED AND RESTATED LICENSE AND COLLABORATION AGREEMENT, effective as of May 30, 2008,
is made by and between Tekmira Pharmaceuticals Corporation (as successor in interest to INEX
Pharmaceuticals Corporation (“INEX”)), a corporation organized and existing under the laws
of British Columbia, Canada (“Tekmira”), and Alnylam Pharmaceuticals, Inc., a corporation
organized and existing under the laws of Delaware, U.S.A (“Alnylam”).



RECITALS:




     WHEREAS, Alnylam owns or controls certain intellectual property covering fundamental aspects
of the structure and uses of therapeutic products that (a) function through RNA interference
(“RNAi”), including but not limited to compositions and methods of use of Small Interfering
RNAs (siRNAs) (defined below), (b) are, or function through the modulation of, micro RNA
transcripts (“miRNA”) or (c) are Immunostimulatory Oligonucleotide Compositions or IOCs
(defined below); and Alnylam is developing capabilities to develop and commercialize such
therapeutic products;



     WHEREAS, Tekmira owns or controls certain intellectual property covering certain targeted
nucleic acid delivery technology, and is also engaged in the business of discovering, developing,
manufacturing and commercializing human therapeutic products, including those mediated by IOCs;



     WHEREAS, Alnylam and Tekmira (as successor in interest to INEX) are parties to a License and
Collaboration Agreement (the “Original Agreement”) dated as of January 8, 2007 (the
“Original Effective Date”), under which:



     (a) Tekmira granted Alnylam an exclusive license under and to Tekmira’s delivery technology
for the research, development, manufacture and commercialization of RNAi and miRNA products
formulated with Tekmira’s technology for the treatment of diseases in humans;



     (b) Alnylam granted Tekmira a license under and to (i) Alnylam’s core RNAi patent rights for
the research, development, manufacture and commercialization of RNAi products directed to up to
three Targets (defined below) for the treatment of diseases in humans, and (ii) Alnylam’s IOC
patent rights for the research, development, manufacture and commercialization of IOC products for
the treatment of diseases in humans; and



     (c) Alnylam and Tekmira agreed to collaborate on the research and development of liposomal
formulations for therapeutic products;



     WHEREAS, on March 28, 2008, Tekmira, Protiva Biotherapeutics Inc. (“Protiva”) and all
holders of securities of Protiva entered into a Share Purchase Agreement (the “Purchase
Agreement”) pursuant to which, upon the completion of the transactions contemplated therein
(the “Closing”), Tekmira will purchase all of the outstanding shares of capital stock of
Protiva and Protiva will become a wholly-owned subsidiary of Tekmira;



     WHEREAS, following the execution and delivery of the Purchase Agreement, and as a condition to
Closing thereunder, Tekmira entered into a subscription agreement with Alnylam (the


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“Alnylam Subscription Agreement”) and a subscription agreement with F. Hoffmann-La
Roche Ltd (“Roche”) (the “Roche Subscription Agreement”), pursuant to which Alnylam
and Roche have each, separately, agreed to purchase certain shares of Tekmira’s common stock upon
the Closing if certain conditions are met;




     WHEREAS, as partial consideration for Alnylam’s agreement to enter into the Alnylam
Subscription Agreement, concurrently with the Alnylam Subscription Agreement, Alnylam and Tekmira
entered into the First Amendment and Partial Termination of Loan and Security Agreement, which
terminates the Loan and Security Agreement between Alnylam and Tekmira dated as of the Original
Effective Date in part, and terminates the Negative Pledge Agreement executed in conjunction with
such Loan and Security Agreement in its entirety;



     WHEREAS, Alnylam and Protiva are parties to a Cross-License Agreement dated as of August
14, 2007 (“Original Protiva License Agreement”), which as a condition to Alnylam’s
agreement to enter into this Agreement, is being amended and restated concurrently with this
Agreement (as so amended and restated, the “Protiva License Agreement”);



     WHEREAS, following the execution of the Original Protiva License Agreement, Protiva entered
into a [**] (the “[**]”) with [**] and its affiliated companies (including without limitation [**]
(collectively, the “[**]”) effective as of [**], under which, among other things, Protiva granted
to the Merck Entities a non-exclusive license to certain intellectual property of Protiva;



     WHEREAS, as a condition to the effectiveness of the Alnylam Subscription Agreement, Alnylam
has agreed to enter into this Amended and Restated License and Collaboration Agreement on the terms
and conditions contained herein, including but not limited to, the parties’ agreement to harmonize
the license grants from Tekmira to Alnylam with respect to certain Tekmira intellectual property
that is obtained or developed after the expiration of the Restriction Period (defined below) with
the license grants from Protiva to Alnylam contained in the Protiva License Agreement; and the
parties’ agreement to harmonize the royalty and milestone payment obligations of the Parties with
the obligations of Protiva and Alnylam contained in the Protiva License Agreement; and



     WHEREAS, concurrent with the execution of this Agreement, the parties have entered into an
escrow agreement (the “Escrow Agreement”) pursuant to which the original signature pages to this
Agreement and the fully-executed Protiva License Agreement, among other agreements, shall be placed
into escrow and shall be either (i) released from escrow and delivered to the appropriate parties
pursuant to the terms of the Escrow Agreement and, thereafter, this Agreement shall become
effective, or (ii) each Party’s original signature pages shall be returned to it pursuant to the
terms of the Escrow Agreement and this Agreement will never become fully executed, delivered or
effective.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Alnylam and Tekmira agree to
this Amended and Restated License and Collaboration Agreement effective as of the Effective Date
(subject to the terms of Section 11.1):


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1. DEFINITIONS




     Unless specifically set forth to the contrary herein, the following terms, whether used in the
singular or plural, shall have the respective meanings set forth below:



     1.1 “Active Internal Development Program” with respect to a particular RNAi Product or miRNA
Product, means that the following criteria have been satisfied, as of the relevant time under this
Agreement: (a) an active program of Research, Development, Manufacture or Commercialization with
respect to such RNAi Product or miRNA Product has been commenced and remains in effect internally
at Alnylam or its Affiliates; and (b) if such program has not previously established preclinical
proof-of-principle for such RNAi Product or miRNA Product, Alnylam or its Affiliates have committed
to conduct such program at least through the completion of significant preclinical
proof-of-principle testing of a specific Formulation for such RNAi Product or miRNA Product.



     1.2 “Affiliate” means, with respect to a Party, (a) any corporation or business entity of
which fifty percent (50%) or more of the securities or other ownership interests representing the
equity, the voting stock or general partnership interest are owned, controlled or held, directly or
indirectly, by such Party; (b) any corporation or business entity, which, directly or indirectly,
owns, controls or holds fifty percent (50%) (or the maximum ownership interest permitted by law) or
more of the securities or other ownership interests representing the equity, the voting stock or,
if applicable, the general partnership interest, of such Party; or (c) any corporation or business
entity, fifty percent (50%) or more of the securities or other ownership interests representing the
equity of which is directly or indirectly owned, controlled or held by the same corporation,
business entity or security holders, or holders of ownership interests, that own, control or hold
fifty percent (50%) or more of the securities or other ownership interests representing the equity
or the voting stock of such Party. Notwithstanding the foregoing, for purposes of the definitions
of Control, Controls, Controlled by, Tekmira Collaboration IP, Tekmira In-Licenses, Tekmira IOC
Technology, Tekmira Know-How, Tekmira Patent Rights, Tekmira Technology and Joint Collaboration IP,
Protiva shall not be deemed an Affiliate of Tekmira.



     1.3 “Alnylam Collaboration IP” means (a) any improvement, invention, discovery, Know-How or
other Intellectual Property Right, patentable or otherwise, first identified, invented, discovered
or developed by employees of Alnylam or its Affiliates or other persons not employed by Tekmira
acting on behalf of Alnylam, in the performance of the Collaboration, the Manufacturing Activities,
and/or Alnylam’s obligations under the Original INEX Agreements, and (b) any Patent Rights in the
Territory which claim, cover or relate to such improvements, discoveries or Know-How. Alnylam
Collaboration IP excludes Alnylam’s interest in Joint Collaboration IP.



     1.4 “Alnylam Core Patent Rights” means those Patent Rights Controlled by Alnylam that are set
forth in Schedule 1.4 of this Agreement, as such Schedule is supplemented from time to time
pursuant to Section 6.5.1.



     1.5 “Alnylam Field” means the treatment, prophylaxis and diagnosis of diseases in humans using
an RNAi Product or miRNA Product.



     1.6 “Alnylam IOC Technology” means (a) Know-How that (i) is useful or necessary to Research,
Develop, Commercialize and/or Manufacture an IOC Product in the Tekmira IOC Field in the Territory
and (ii) is Controlled by Alnylam on the Original Effective Date (excluding any Alnylam


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Collaboration IP and Alnylam’s interest in Joint Collaboration IP) and (b) those Patent Rights
Controlled by Alnylam that are set forth in Schedule 1.6 of this Agreement.




     1.7 “Alnylam Lipidoid Patent Rights” means those Patent Rights Controlled by Alnylam under a
license from the Massachusetts Institute of Technology pursuant to the MIT License Agreement and
that are set forth in Schedule 1.7 of this Agreement.



     1.8 “Alnylam Materials” means animal models, cell lines, tissue samples, genes, plasmids,
siRNAs, miRNA constructs, vectors, receptors and other proteins, peptides, and other biological
materials related to the Alnylam Royalty Products, that in each case are provided by Alnylam to
Tekmira for use in the performance of the Collaboration, including without limitation, the siRNA or
miRNA composition comprising an Alnylam Royalty Product.



     1.9 “Alnylam Partnered Product” means an RNAi Product or miRNA Product that is at the relevant
time being Researched, Developed, Manufactured and/or Commercialized by Alnylam or its Affiliates
with the participation or sponsorship of one or more Third Parties or, prior to the end of the
Restriction Period, Protiva. For clarity, it is understood and agreed that no RNAi Product or
miRNA Product developed or to be developed in a project or arrangement in which all or
substantially all of Alnylam’s or its Affiliates’ contributions or anticipated contributions are or
will be in the form of the grant by Alnylam or its Affiliates of licenses or sublicenses to one or
more Intellectual Property Rights, will be considered an Alnylam Partnered Product.



     1.10 “Alnylam RNAi Know-How” means Know-How that (a) Alnylam determines in its reasonable
judgment to be useful or necessary to Research, Develop, Commercialize and/or Manufacture an
Alnylam Royalty Product in the Alnylam Field in the Territory and (b) is either (i) Controlled by
Alnylam on the Original Effective Date, or (ii) comes within Alnylam’s Control during the
Collaboration Term or the Manufacturing Term (excluding any Alnylam Collaboration IP and Alnylam’s
interest in Joint Collaboration IP).



     1.11 “Alnylam RNAi Patent Rights” means Patent Rights that (a) claim (i) Alnylam RNAi
Know-How, or (ii) the identification, characterization, optimization, construction, expression,
formulation, use or production of an Alnylam Royalty Product, as the case may be, and which Alnylam
determines in its reasonable judgment to be useful or necessary to Research, Develop, Commercialize
and/or Manufacture an Alnylam Royalty Product in the Alnylam Field in the Territory, and (b) are
Controlled by Alnylam at any time during the Collaboration Term or the Manufacturing Term
(including, without limitation, the Alnylam Core Patent Rights and the Alnylam Lipidoid Patent
Rights, but specifically excluding Alnylam IOC Technology and any Patent Rights included in Alnylam
Collaboration IP or Alnylam’s interest in Joint Collaboration IP).



     1.12 “Alnylam RNAi Technology” means, collectively, Alnylam RNAi Know-How and Alnylam RNAi
Patent Rights.



     1.13 “Alnylam Royalty Product” means any RNAi Product or a miRNA Product that, but for the
licenses granted hereunder, would be Covered by one or more Valid Claims of the Tekmira Patent
Rights



     1.14 “Alnylam Target” means any Target that is not a Tekmira Development Target, the PLK
Target, nor a Protiva Development Target (as defined in the Protiva License Agreement);


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provided, however, that the exclusion of the PLK Target will not apply if
Protiva provides notice to Alnylam under the Protiva License Agreement that Protiva is terminating
its license rights under the Protiva License Agreement with respect to RNAi Products or miRNA
Products for the PLK Target.




     1.15 “Biodefense Target” means (a) a Target within the genome of one or more Category A, B and
C pathogens, as defined by the National Institute of Allergy and Infectious Diseases, including
without limitation, pathogens listed on Schedule 1.15, but specifically excluding influenza virus,
or (b) an endogenous cellular Target against which Alnylam Researches, Develops and/or
Commercializes an Alnylam Royalty Product for commercial supply to one or more Funding Authorities.



     1.16 “Bona Fide Collaboration” means a collaboration between Alnylam and/or its Affiliates and
one or more Third Parties involving the Research, Development, Manufacture and/or Commercialization
of one or more RNAi Products and/or miRNA Products and established under a written agreement in
which (a) the scope of the licenses granted, and financial or other commitments of value, are of
material value to Alnylam and/or its Affiliates, and (b) Alnylam and/or its Affiliates undertakes
and performs substantial, mutual research activity with the Third Party. For purposes of clarity,
it is understood and agreed that no collaboration in which all or substantially all of Alnylam’s or
its Affiliates’ contributions or anticipated contributions are or will be solely in the form of the
grant by Alnylam or its Affiliates of licenses or sublicenses to one or more Intellectual Property
Rights, will be considered a Bona Fide Collaboration.



     1.17 “Business Day” means a day on which banking institutions in Boston, Massachusetts and
Vancouver, British Columbia, Canada are open for business.



     1.18 “Calendar Quarter” means the respective periods of three (3) consecutive calendar months
ending on March 31, June 30, September 30 and December 31.



     1.19 “Calendar Year” means each successive period of twelve (12) months commencing on January
1 and ending on December 31.



     1.20 “cGMP” means current good manufacturing practices regulations applicable to the
Manufacture of a Royalty Product that are promulgated by any Regulatory Authority.



     1.21 “Change of Control” means a Change of Control under and as defined in the Protiva License
Agreement without cross-reference to this Agreement, or any other transaction, or series of related
transactions, whereby: (a) Tekmira merges, reorganizes, amalgamates or consolidates with another
entity, and the shareholders of Tekmira owning at least fifty percent (50%) of the outstanding
voting securities of Tekmira immediately prior to such transaction(s) own less than fifty percent
(50%) of the outstanding voting securities of Tekmira or the surviving entity as a result of such
transaction(s), unless such transaction(s) are a Permitted Financing Merger of Tekmira; (b) Tekmira
sells, transfers or otherwise disposes of all or substantially all of its assets to which this
Agreement relates; or (c) acquisition by a Significant Pharmaceutical Company of control of the
management and policies of Tekmira; provided, that a Change of Control shall not include
(i) the merger, reorganization, amalgamation or consolidation of Protiva with Tekmira after the end
of the Restriction Period, or (ii) the sale or transfer of all or substantially all of the assets
of Protiva to which the Protiva License Agreement relates to Tekmira after the end of the
Restriction Period.


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     1.22 “Class 1 Non-Exclusively Licensed Tekmira IP” means all of the following to the extent
they comprise Non-Exclusively Licensed Tekmira IP: (a) Generic Claims included in Tekmira Patent
Rights, (b) all Know-How, and all Generic Claims included in the Patent Rights, that comprise
Tekmira Collaboration IP, (c) Tekmira’s interest in Joint Collaboration IP, and (d) Tekmira
Know-How. For clarity, Class 1 Non-Exclusively Licensed IP does not include any Tekmira
Technology Controlled by Tekmira prior to the end of the Restriction Period or any Tekmira
Collaboration IP or Tekmira’s interest in and Joint Collaboration IP that is first identified,
invented discovered or developed prior to the end of the Restriction Period.



     1.23 “Class 2 Non-Exclusively Licensed Tekmira IP” means all of the following to the extent
they comprise Non-Exclusively Licensed Tekmira IP: (a) all claims other than Generic Claims and
Target-Specific Claims included in Tekmira Patent Rights and (b) all claims other than Generic
Claims included in the Patent Rights that comprise Tekmira Collaboration IP. For clarity, Class 2
Non-Exclusively Licensed IP does not include any Tekmira Technology Controlled by Tekmira
prior to the end of the Restriction Period or any Tekmira Collaboration IP or Tekmira’s interest in
and Joint Collaboration IP that is first identified, invented discovered or developed prior to the
end of the Restriction Period.



     1.24 “Collaboration IP” means the collective reference to Alnylam Collaboration IP, Tekmira
Collaboration IP and Joint Collaboration IP.



     1.25 “Collaboration Term” means the period commencing on [**]. The Collaboration Term may be
extended upon the mutual written agreement of the Parties.



     1.26 “Combination Product” means a Royalty Product combined with any other clinically active
therapeutic, prophylactic or diagnostic ingredient. All references to Royalty Product in this
Agreement shall be deemed to include Combination Product, to the extent applicable.



     1.27 “Commercialization” or “Commercialize” means any and all activities directed to
marketing, promoting, distributing, importing and selling a Royalty Product and activities directed
to obtaining pricing and reimbursement approvals, as applicable.



     1.28 “Commercially Reasonable Efforts” means the carrying out of obligations in a diligent and
sustained manner using such effort and employing such resources as would normally be exerted or
employed by a similarly situated biopharmaceutical company for a product resulting from its own
research efforts of similar market potential, profit potential or strategic value at a similar
stage of its product life.



     1.29 “Confidential Information” means any and all information and data, including without
limitation Alnylam RNAi Technology, Alnylam IOC Technology, Tekmira Technology and Tekmira IOC
Technology, and all other scientific, pre-clinical, clinical, regulatory, manufacturing, marketing,
financial and commercial information or data, whether communicated in writing or orally or by any
other method, which is provided by one Party to the other Party in connection with this Agreement
(or under the Original INEX Agreements). Alnylam RNAi Technology, Alnylam IOC Technology and
Alnylam Collaboration IP are Confidential Information of Alnylam. Tekmira IOC Technology, Tekmira
Collaboration IP, and Tekmira Technology are Confidential Information of Tekmira. Joint
Collaboration IP is the Confidential Information of the Parties.


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     1.30 “Contract Year” means the twelve (12) month period beginning on the Original Effective
Date and each succeeding twelve (12) month period thereafter during the Agreement Term;
provided, that the first and second Contract Years of the Collaboration Term shall be
deemed to have begun on [**], respectively. Each Contract Year shall be divided into four (4)
“Contract Quarters” comprised of successive three (3) month periods.



     1.31 “Control”, “Controls” or “Controlled by” means, with respect to any (a) material,
know-how or other information or (b) Intellectual Property Right, the possession of (whether by
ownership or license, other than pursuant to this Agreement), or the ability of a Party or its
Affiliates to grant access to, or a license or sublicense of, such item or right as provided for
herein without violating the terms of any agreement or other arrangement with any Third Party
existing at the time such Party would be required hereunder to grant the other Party such access or
license or sublicense. For clarity, the Parties acknowledge that no conceptions, developments,
techniques, data, inventions, improvements, technical information, or works of authorship that
were, are, or that hereafter may be in whole or in part conceived, reduced to practice, discovered,
created, authored or otherwise made or obtained by or for Protiva or its contractors at any time
since January 18, 2001, will be considered to be Controlled by Tekmira by virtue of any agreement,
right, or claim existing or arguably existing prior to the Effective Date.



     1.32 “Cover,” “Covering”, “Covers” or “Covered” means, with respect to a Royalty Product, that
in the absence of an assignment of rights to, or a license granted under, a Valid Claim, the
Research, Development, Manufacture or Commercialization of such Royalty Product would infringe such
Valid Claim.



     1.33 “Development,” “Developing” or “Develop” means, with respect to a Royalty Product, the
research and development activities related to (a) the generation, characterization, optimization,
construction, expression, formulation, use and production of a Royalty Product, and (b) any other
research and development activities related to the clinical testing and qualification of such
Royalty Product for clinical testing, and such other tests, studies and activities as may be
required or recommended to obtain Regulatory Approval of such Royalty Product, including toxicology
studies, statistical analysis and report writing, pre-clinical testing, clinical studies and
regulatory affairs, product approval and registration activities.



     1.34 “Exclusively Licensed Tekmira IP” means any (a) Tekmira Technology that is either (i)
Controlled by Tekmira or its Affiliates on the Original Effective Date, or (ii) first discovered or
created by Tekmira or its Affiliates during the Agreement Term but prior to the end of the
Restriction Period or otherwise comes within the Control of Tekmira or its Affiliates prior to the
Effective Date, and (b) Tekmira Collaboration IP and Tekmira’s interest in Joint Collaboration IP
that are first identified, invented, discovered or developed prior to the end of the Restriction
Period.



     1.35 “Existing Alnylam In-Licenses” means the Third Party agreements listed on Schedule 1.35.



     1.36 “Existing Tekmira In-Licenses” means the Third Party agreements listed on Schedule 1.36.


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     1.37 “FDA” means the United States Food and Drug Administration and any successor governmental
authority having substantially the same function.



     1.38 “First Commercial Sale” means, with respect to a Royalty Product, the first sale for end
use or consumption of such Royalty Product in a country in the Territory after all required
Regulatory Approvals have been granted by the Regulatory Authority of such country. For the
avoidance of doubt, sales for clinical study purposes or compassionate, named patient or similar
use, shall not constitute a First Commercial Sale, and sales to a Funding Authority shall
constitute a First Commercial Sale.



     1.39 “Formulation” means a particular RNAi Product or miRNA Product delivery formulation,
characterized by its components and its unique ratios among components.



     1.40 “FTE” or “Full-Time Equivalent” means with respect to Tekmira, the equivalent of the work
of one (1) scientist, full time for one (1) year, for or on behalf of Tekmira, which equates to a
total of [**] per year of scientific work performed directly in the Collaboration, and the direct
scientific management thereof. In no event shall the work of one individual person account for
more than one (1) FTE year.



     1.41 “FTE Rate” means an amount per FTE of work actually performed in the Collaboration under
the Research Plan or in Manufacturing Activities under the Manufacturing Plan that is equal to
[**]; provided, however, that during each Contract Year of the Collaboration Term
such rate shall apply only to any FTEs engaged in the Collaboration over and above the initial [**]
FTEs in such Contract Year. Commencing with the second Contract Year, the then-current FTE Rate
shall be adjusted by the percent change year to year in the Consumer Price Index (All Items) for
the Province of British Columbia, Canada as published by Statistics Canada for the period of each
applicable Contract Year.



     1.42 “Funding Authorities” means the United States Department of Health and Human Services or
other United States or foreign government or international agencies responsible for requesting,
approving and/or funding the development and manufacture of products for biodefense purposes.



     1.43 “Generic Claim” means a claim of a Patent Right that (a) recites a nucleic acid-lipid
particle comprising: an siRNA or miRNA, at least one cationic lipid, at least one non-cationic
lipid, and a conjugated lipid that inhibits aggregation of particles, and/or methods or uses of
such particle in the delivery of siRNA or miRNA; and (b) does not recite any Particular Moiety, or
any particular or specific cationic lipid, non-cationic lipid, or conjugated lipid.



     1.44 “IND” means an Investigational New Drug application, Clinical Study Application, Clinical
Trial Exemption, or similar application or submission for approval to conduct human clinical
investigations of Royalty Product filed with or submitted to a Regulatory Authority in conformance
with the requirements of such Regulatory Authority.



     1.45 “Initiate“, “Initiated” or “Initiation” means, with respect to a Phase I Study or a Phase
II Study, the administration of the first dose to a subject in such study.


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     1.46 “In-Licenses” means collectively, the Existing Alnylam In-Licenses and the Tekmira
In-Licenses, but excludes the Tekmira-UBC License Agreement.



     1.47 “Intellectual Property Rights” means all intellectual property rights subject to
protection by intellectual property laws in any country of the world, arising under statutory or
common law, contract or otherwise, and whether or not perfected, including without limitation, all
(a) Patent Rights; (b) Collaboration IP; (c) rights associated with works of authorship, including
without limitation copyrights, moral rights, copyright applications, copyright registrations; (d)
rights associated with trademarks, service marks, trade names, logos, trade dress, goodwill and the
applications for registration and registrations thereof; (e) rights relating to the protection of
trade secrets and confidential information; (f) rights analogous to those set forth in this Section
and any and all other proprietary rights relating to intangible property now existing, hereafter
filed, issued or acquired.



     1.48 “InterfeRx License Transaction” means a transaction in which Alnylam (a) grants a
sublicense under Tekmira Technology and a Target-specific license under Alnylam Core Patent Rights
to a Third Party, but (b) does not have the right to collaborate with such Third Party to develop
RNAi Products against such Target or Targets.



     1.49 “IOC” or “Immunostimulatory Oligonucleotide Composition” means a single-stranded or
double-stranded ribonucleic acid (“RNA”) composition, or derivative thereof, that has activity
solely through an immunostimulatory mechanism and has no RNAi activity against a human gene
transcript or viral genomic sequence.



     1.50 “IOC Product” means a product containing, comprised of or based on IOCs or IOC
derivatives.



     1.51 “ISIS License Agreement” means the Strategic Collaboration & License Agreement between
Isis Pharmaceuticals, Inc., and Alnylam Pharmaceuticals, Inc., dated March 11, 2004, together with
Letter Agreements dated March 9, 2004 and March 11, 2004, respectively, and as amended on June 14,
2005, and as further amended from time to time.



     1.52 “Joint Collaboration IP” means, collectively, (a) any improvement, discovery or Know-How,
patentable or otherwise, first identified, invented, discovered or developed jointly by the Parties
or their Affiliates or others acting on behalf of Tekmira and Alnylam in the performance of the
Collaboration, the Manufacturing Activities and/or the obligations of the Parties under the
Original INEX Agreements, and (b) any Patent Rights in the Territory which claim, cover or relate
to such improvements, discoveries or Know-How.



     1.53 “Joint Research Committee” or “JRC” means the joint research committee as more fully
described in Article 4.



     1.54 “Know-How” means, with respect to a Royalty Product, all biological materials and other
tangible materials, inventions, practices, methods, protocols, formulas, formulations, knowledge,
know-how, trade secrets, processes, assays, skills, experience, techniques and results of
experimentation and testing, including without limitation pharmacological, toxicological and
pre-clinical and clinical test data and analytical and quality control data, patentable or
otherwise, which relates to the identification, characterization, optimization, construction,
expression, formulation, use


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or production of such Royalty Product and which are reasonably useful or necessary to
Research, Develop, Manufacture or Commercialize such Royalty Product in the Territory in (a) the
Alnylam Field, in the case of Alnylam Royalty Products and Tekmira Development Products or (b) the
Tekmira IOC Field, in the case of Tekmira IOC Products.




     1.55 “Lead Formulation” means a Formulation that has been identified by Tekmira and Alnylam as
being the end product of Tekmira’s and Alnylam’s work under the Research Plan for a particular
Alnylam siRNA or miRNA payload(s) directed at a particular Target. It is expected that formulated
materials using a number of different initial Formulations would be delivered by Tekmira to
Alnylam, tested by Alnylam, and (on the basis of such tests, and subsequent iterative tests if
needed) culled or otherwise adjusted by Tekmira to the point where both parties believe that no
further formulation adjustments, or improvements are anticipated under the Research Plan. That
Formulation is the Lead Formulation in that situation.



     1.56 “Loan Agreement” means that certain Loan and Security Agreement between the Parties dated
the Original Effective Date, as amended by the First Amendment and Partial Termination of Loan and
Security Agreement between the Parties dated March 28, 2008.



     1.57 “Major Market” means any of the United States, the European Union, United Kingdom,
France, Germany, Italy, Spain or Japan.



     1.58 “Manufacturing” or “Manufacture” means, with respect to a Royalty Product, all activities
associated with the production, manufacture and processing of such Royalty Product, and the
filling, finishing, packaging, labeling, shipping, and storage of such Royalty Product, including
without limitation formulation process scale-up for toxicology and clinical study use, aseptic fill
and finish, stability testing, analytical development, quality assurance and quality control, and
in the case of the Manufacturing of Alnylam Royalty Products by Tekmira, the production of the bulk
finished dosage form of Alnylam Royalty Product from the RNAi or miRNA construct.



     1.59 “Manufacturing Activities” of a Party means those activities performed by such Party
under the Manufacturing Plan, the Supply Agreement, and/or the Quality Agreements relating to the
Manufacture and supply of Alnylam Royalty Products.



     1.60 “Manufacturing Plan” means the detailed written plan of work for the Manufacture of the
bulk finished dosage form of Alnylam Royalty Products for Alnylam by Tekmira pursuant to Section
5.1 for any given Contract Year of the Agreement Term, as such plan is approved and updated by the
JRC as necessary pursuant to Section 4.1. The updated Manufacturing Plan for calendar year 2008 is
attached to this Agreement as Schedule 5.1. The Manufacturing Plan shall be further updated
pursuant to Section 5.1(b).



     1.61 “Manufacturing Term” means the period commencing on the Original Effective Date and
continuing through the end of the Agreement Term, unless the Manufacturing Activities are
terminated earlier in accordance with the terms of this Agreement, including without limitation,
Section 11.6.



     1.62 “miRNA Product” means a product containing, comprised of or based on native or chemically
modified RNA oligomers designed to either modulate an miRNA and/or provide the function of an
miRNA.


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     1.63 “MIT License Agreement” means the Amended and Restated Exclusive Patent License Agreement
effective as of May 9, 2007 between the Massachusetts Institute of Technology and Alnylam, as
further amended from time to time.



     1.64 “NDA” means a New Drug Application, Biologics License Application, Worldwide Marketing
Application, Marketing Authorization Application, Section 510(k) filing or similar application or
submission filed with a Regulatory Authority in a country or group of countries to obtain marketing
approval for a biological, pharmaceutical or other therapeutic, prophylactic or diagnostic product
in that country or in that group of countries.



     1.65 “Necessary Third Party IP” means, with respect to any country in the Territory, on a
country-by-country basis, Know-How or Patent Rights in such country owned or controlled by a Third
Party that Cover a Royalty Product, it being understood and agreed that for this purpose, no
Know-How or Patent Rights controlled by Protiva and licensed to Alnylam under the Protiva License
Agreement will be considered Necessary Third Party IP.



     1.66 “Net Sales” means, with respect to a Royalty Product, the aggregate gross invoice prices
of all units of such Royalty Product sold by a Party and its Related Parties to Third Parties
(other than a Sublicensee of such Party) after deducting, if not previously deducted, from the
amount invoiced or received (a) trade and quantity discounts actually given, including early-pay
cash discounts; (b) returns, rebates, chargebacks and other allowances actually given; (c)
retroactive price reductions that are actually granted; and (d) bad debts, sales or excise taxes,
transportation and insurance, custom duties, and other governmental charges actually incurred or
accounted for in accordance with generally accepted accounting principles in the United States or
Canada, if applicable, consistently applied by the applicable Party


With respect to sales of Combination Products, Net Sales shall be calculated on the basis of the
gross invoice price of the Royalty Product(s) containing the same composition and concentration of
Royalty Product sold without other clinically active ingredients. In the event that the Royalty
Product is sold only as a Combination Product and not sold without other clinically active
ingredients, the Parties shall negotiate in good faith another basis on which to calculate Net
Sales with respect to the Combination Product that fairly reflects the value of the Royalty Product
relative to the other clinically active ingredients in the Combination Product.



A percentage of the deductions set forth in clauses (a) through (d) above equal to the ratio of the
Net Sales for the Royalty Product to the Net Sales of the Combination Product will be applied in
calculating Net Sales for a Combination Product.




     1.67 “Non-Exclusively Licensed Tekmira IP” means all Tekmira Technology, Tekmira Collaboration
IP and Tekmira’s interest in Joint Collaboration IP, other than the Exclusively Licensed Tekmira
IP.



     1.68 “Novartis Agreement” means the Research Collaboration and License Agreement between
Novartis Institutes for BioMedical Research, Inc. (“Novartis”) and Alnylam Pharmaceuticals,
Inc. dated October 12, 2005, as amended by the Addendum Re: Influenza Program to Research
Collaboration and License Agreement effective as of February 17, 2006, and as further amended from
time to time.


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     1.69 “Original INEX Agreements” means (i) the Original Agreement and (ii) the Evaluation
Agreement among Alnylam, Tekmira and INEX dated March 25, 2006, the Letter Agreement among Alnylam,
Tekmira and INEX dated March 25, 2006, as each of the Evaluation Agreement and Letter Agreement
were amended by the Letter Agreement among Alnylam, Tekmira and INEX dated July 13, 2006.



     1.70 “Particular Moiety” means a specific nucleotide sequence of an RNAi Product or miRNA
Product, in either case directed against a particular Target.



     1.71 “Party” means Tekmira and/or Alnylam.



     1.72 “Patent Rights” means all patents (including all reissues, extensions, substitutions,
confirmations, re-registrations, re-examinations, invalidations, supplementary protection
certificates and patents of addition) and patent applications (including all provisional
applications, continuations, continuations-in-part and divisionals).



     1.73 “Permitted Financing Merger” means any transaction, or series of related transactions,
whereby Tekmira merges, reorganizes, amalgamates or consolidates with another entity, and the
shareholders of Tekmira owning at least fifty percent (50%) of the outstanding voting securities of
Tekmira immediately prior to such transaction(s) own less than fifty percent (50%) of the
outstanding voting securities of Tekmira or the surviving entity as a result of such
transaction(s), but where: (a) the business of Tekmira immediately prior to such transaction(s) is
the primary business of Tekmira or the surviving entity immediately after such transaction(s); (b)
members of the Board of Directors of Tekmira immediately prior to such transaction(s) comprise more
than 50% of the Board of Directors of Tekmira or the surviving entity immediately after such
transaction(s) and for the subsequent twelve (12) months; and (c) the chief executive officer and
chief financial officer of Tekmira immediately prior to such transaction(s) remain the chief
executive officer and chief financial officer of Tekmira or the surviving entity immediately after
such transaction(s) and for the subsequent twelve (12) months.



     1.74 “Person” means and includes any individual, corporation, partnership, firm, joint
venture, syndicate, association, trust, government body, and any other form of entity or
organization.



     1.75 “Phase I Study” means a clinical study of an Alnylam Royalty Product in human volunteers
or patients the purpose of which is preliminary determination of safety and tolerability of a
dosing regime and for which there are no primary endpoints (as understood by the FDA or other
Regulatory Authorities) in the protocol relating to efficacy.



     1.76 “Phase II Study” means (a) a dose exploration, dose response, duration of effect,
kinetics, dynamic relationship or preliminary efficacy and safety study of an Alnylam Royalty
Product in the target patient population or (b) a controlled dose-ranging clinical trial to
evaluate further the efficacy and safety of an Alnylam Royalty Product in the target patient
population and to define the optimal dosing regimen.



     1.77 “Phase III Study” means a controlled pivotal clinical study of an Alnylam Royalty Product
that is prospectively designed to demonstrate statistically whether such Alnylam Royalty Product is
effective and safe for use in a particular indication in a manner sufficient to obtain Regulatory
Approval to market such Alnylam Royalty Product.


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     1.78 “Pre-Existing Alnylam Alliance Agreements” means the agreements set forth in Schedule
1.78.



     1.79 “Product Trademarks” means the trademark(s), service mark(s), accompanying logos, trade
dress and/or indicia of origin used in connection with the distribution, marketing, promotion and
sale of Royalty Products in the Territory. For purposes of clarity, the term Product Trademark(s)
shall not include, without limitation, the corporate names and logos of either Party, and shall
include any internet domain names incorporating such Product Trademarks.



     1.80 “Quality Agreement” means an agreement or agreements to be entered into between the
Parties containing quality assurance provisions for the Manufacture by Tekmira, its permitted
Affiliates or their respective permitted subcontractors, for Alnylam, of the finished dosage form
of Alnylam Royalty Products pursuant to the Manufacturing Plan.



     1.81 “Regulatory Approval” means any and all approvals, licenses, registrations or
authorizations of any Regulatory Authority, necessary for the Commercialization of a Royalty
Product, including the approval of NDAs.



     1.82 “Regulatory Authority” means any applicable government regulatory authority involved in
granting approvals for the Research, Development, Manufacturing, Commercialization, reimbursement
and/or pricing of a Royalty Product in the Territory, including without limitation the FDA.



     1.83 “Related Party” means a Party’s Affiliates and permitted Sublicensees, which term does
not include wholesale distributors of the Party or its Affiliates who purchase Royalty Products
from such Party or its Affiliates in an arm’s -length transaction and who have no other obligation,
including without limitation a reporting obligation, to such Party or its Affiliates.



     1.84 “Research” or “Researching” means identifying, evaluating, validating and optimizing RNAi
Products (and/or miRNA Products in the case of Alnylam).



     1.85 “Research Plan” means the detailed written plan of work for the Collaboration for a given
Contract Year of the Collaboration Term, as approved and updated by the Joint Research Committee as
necessary during the Collaboration Term pursuant to Sections 3.1.1 and 4.1.



     1.86 “Research Program Product” means the Formulations that are related to RNAi Product(s)
and/or miRNA Product(s) developed under the Research Plan under this Agreement and/or under the R&D
Research Plan (as defined in the Protiva License Agreement) for which Alnylam or its Affiliate has
established an Active Internal Development Program.



     1.87 “RNAi Product” means a product containing, comprised of or based on siRNAs or siRNA
derivatives or other double-stranded moieties effective in gene function modulation and designed to
modulate the function of particular genes or gene products by causing degradation through RNA
interference of a Target mRNA to which such siRNAs or siRNA derivatives or moieties are
complementary.


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     1.88 “Royalty Payor” means, in relation to (a) an Alnylam Royalty Product, Alnylam, and (b) a
Tekmira Royalty Product, Tekmira.



     1.89 “Royalty Product” means, either (a) an Alnylam Royalty Product, or (b) a Tekmira Royalty
Product.



     1.90 “Royalty Recipient” means, in relation to (a) an Alnylam Royalty Product, Tekmira, and
(b) a Tekmira Royalty Product, Alnylam.



     1.91 “Selection Term” means the period commencing on the Original Effective Date and
continuing for five (5) Contract Years of the Agreement Term thereafter, unless such period is
extended pursuant to the terms of Section 2.2.



     1.92 “Significant Pharmaceutical Company” means a pharmaceutical company, biotechnology
company, or group of such companies acting in concert, with annual sales of human pharmaceutical
products greater than [**].



     1.93 “Small Interfering RNA” or “siRNA” means a double-stranded ribonucleic acid (RNA)
composition designed to act primarily through an RNA interference mechanism that consists of either
(a) two separate oligomers of native or chemically modified RNA that are hybridized to one another
along a substantial portion of their lengths, or (b) a single oligomer of native or chemically
modified RNA that is hybridized to itself by self-complementary base-pairing along a substantial
portion of its length to form a hairpin.



     1.94 “Sublicensee” means a Third Party to whom a Party grants a sublicense permitted under
this Agreement under any Alnylam RNAi Technology, Alnylam IOC Technology, Alnylam Lipidoid Patent
Rights, Tekmira Technology, Tekmira IOC Technology (to the extent permitted for purposes of the
Collaboration only) or Collaboration IP (or a license in the case of Joint Collaboration IP), as
the case may be, to Research, Develop, Manufacture or Commercialize a Royalty Product in the
Territory and in (a) the Alnylam Field, in the case of Alnylam Royalty Products and Tekmira
Development Products or (b) the Tekmira IOC Field, in the case of Tekmira IOC Products, in each
case subject to Sections 6.1.1(b) or 6.2, or otherwise grants rights to distribute, promote or sell
a Royalty Product.



     1.95 “Supply Agreement” means that certain Manufacturing and Supply Agreement between the
Parties dated February 7, 2007.



     1.96 “Target” means: (a) a polypeptide or entity comprising a combination of at least one
polypeptide and other macromolecules, that is a site or potential site of therapeutic intervention
by a therapeutic agent; or a nucleic acid which is required for expression of such polypeptide; (b)
variants of a polypeptide, cellular entity or nucleic acid described in clause (a); (c) a defined
non-peptide entity, including a microorganism, virus, bacterium or single cell parasite;
provided that the entire genome of a virus shall be regarded as a single Target; or (d) a
naturally occurring interfering RNA or miRNA or precursor thereof.



     1.97 “Target-Specific Claim” means a claim in an issued or pending patent that recites one or
more specified Particular Moiety(ies).


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     1.98 “Tax Convention” means the Canada-US Tax Convention (1980), as amended.



     1.99 “Tekmira” means Tekmira Pharmaceuticals Corporation.



     1.100 “Tekmira Collaboration IP” means (a) any improvement, invention, discovery, Know-How or
other Intellectual Property Right, patentable or otherwise, first identified, invented, discovered
or developed by employees of Tekmira or its Affiliates or other persons (other than Protiva) not
employed by Alnylam acting on behalf of Tekmira, in the performance of the Collaboration, the
Manufacturing Activities, and/or Tekmira’s obligations under the Original INEX Agreements, and (b)
any Patent Rights in the Territory which claim, cover or relate to such improvements, discoveries
or Know-How. Tekmira Collaboration IP excludes Tekmira’s interest in Joint Collaboration IP.



     1.101 “Tekmira In-License” means an agreement between Tekmira or its Affiliates, and a Third
Party, pursuant to which Tekmira or any of its Affiliates Control(s) Tekmira Technology relating to
the Alnylam Field under a license or sublicense from such Third Party, including without
limitation, the Existing Tekmira In-Licenses.



     1.102 “Tekmira IOC Field” means the treatment, prophylaxis and diagnosis of diseases in humans
using an IOC Product.



     1.103 “Tekmira IOC Technology” means (a) Know-How and other Intellectual Property Rights with
respect to IOC Products and/or IOCs that are either (i) Controlled by Tekmira or its Affiliates on
the Original Effective Date, or (ii) come within the Control of Tekmira or its Affiliates after the
Original Effective Date, and (b) Patent Rights that (i) claim (x) such Know-How or other
Intellectual Property Rights, or (y) the identification, characterization, optimization,
construction, expression, formulation, delivery, use or production of an IOC Product and/or IOC,
and that are useful or necessary to Research, Develop, Commercialize and/or Manufacture IOC
Products in the Tekmira IOC Field in the Territory, and (ii) are Controlled by Tekmira or its
Affiliates.



     1.104 “Tekmira Know-How” means Know-How with respect to an RNAi Product or miRNA Product
(excluding any Tekmira Collaboration IP, Tekmira’s interest in Joint Collaboration IP and any such
Know-How sublicensed to Alnylam pursuant to the UBC Sublicense) that (a) is Controlled by Tekmira
or its Affiliates on the Original Effective Date, or (b) comes within the Control of Tekmira or its
Affiliates following the Original Effective Date.



     1.105 “Tekmira Patent Rights” means Patent Rights that (a) claim (i) Tekmira Know-How, or (ii)
the identification, characterization, optimization, construction, expression, formulation,
delivery, use or production of an RNAi Product or miRNA Product, and that are useful or necessary
to Research, Develop, Commercialize and/or Manufacture RNAi Products or miRNA Products in the
Alnylam Field in the Territory, and (b) are Controlled by Tekmira or its Affiliates at any time
during the Agreement Term(excluding any Patent Rights included in Tekmira Collaboration IP,
Tekmira’s interest in Joint Collaboration IP and any such Patent Rights licensed to Alnylam
pursuant to the UBC Sublicense).



     1.106 “Tekmira Royalty Product” means any (a) Tekmira Development Product that, but for the
licenses granted hereunder, would be Covered by one or more Valid Claims under the Alnylam Core
Patent Rights or the Alnylam Lipidoid Patent Rights, or (b) IOC Product that but for the licenses


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granted hereunder, would be Covered by one or more Valid Claims under the Alnylam IOC
Technology.




     1.107 “Tekmira Technology” means, collectively, Tekmira Know-How and Tekmira Patent Rights.



     1.108 “Tekmira-UBC License Agreement” means that certain license agreement between Tekmira and
the University of British Columbia (“UBC”) dated effective July 1, 1998, as amended by
Amendment Agreement between Tekmira and UBC dated effective July 11, 2006, and Second Amendment
Agreement dated effective the Original Effective Date.



     1.109 “Territory” means all of the countries in the world, and their territories and
possessions.



     1.110 “Third Party” means an entity other than a Party and its Affiliates.



     1.111 “Third Party Liposome Patent Rights” means with respect to an Alnylam Royalty Product,
(a) the Alnylam Lipidoid Patent Rights and/or (b) other technology comprising a lipid component or
liposomal formulation useful or necessary for the Research, Development, Manufacture or
Commercialization of such Alnylam Royalty Product and Controlled by Alnylam under a license from a
Third Party, and in each case with respect to which Intellectual Property Rights Alnylam has
granted to Tekmira a non-exclusive, royalty- and milestone fee-bearing (on a pass-through basis)
license to Research, Develop, Manufacture and Commercialize Tekmira Royalty Products in the Alnylam
Field in the case of Tekmira Development Product, and in the Tekmira IOC Field in the case of IOC
Products.



     1.112 “Transaction Documents” means the Alnylam Subscription Agreement, the Supply Agreement,
the Quality Agreements, the Tekmira-UBC License Agreement, the UBC Sublicense Documents, the Loan
Agreement, all letter agreements and other documents executed by the Parties on or about the
Original Effective Date in connection with the Original Agreement, and any other documents or
agreements that are executed by the Parties after the Original Effective Date as contemplated by
this Agreement.



     1.113 “UBC Sublicense Documents” means the collective reference to (a) the Sublicense
Agreement dated as of the Original Effective Date between the Parties (the “UBC
Sublicense”), (b) the Consent and Agreement dated as of the Original Effective Date among the
Parties and UBC, and (c) the Assignment dated the Original Effective Date between Tekmira and UBC.



     1.114 “Valid Claim” means a claim of: (a) an issued and unexpired Patent Right, which claim
has not been revoked or held unenforceable, unpatentable or invalid by a decision of a court or
other governmental agency of competent jurisdiction that is not appealable or has not been appealed
within the time allowed for appeal, and which has not been abandoned, disclaimed, denied or
admitted to be invalid or unenforceable through reissue, re-examination or disclaimer or otherwise,
or (b) a patent application for a patent included within the Patent Rights a claim of which has
been pending less than five (5) years and which claim has not been cancelled, withdrawn or
abandoned or finally rejected by an administrative agency action from which no appeal can be taken.


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     1.115 Additional Definitions. The following terms have the meanings set forth in the
corresponding Sections of this Agreement:



	 	 	 
	Term	 	Section
	“AAA”
	 	12.6.1
	“Agreement Term”
	 	11.1
	“Alnylam Class 1 Royalty Products”
	 	6.1.1(b)(i)
	“Alnylam Class 2 Royalty Products”
	 	6.1.1(b)(ii)
	“Alnylam Data”
	 	3.2(e)
	“Alnylam Indemnitees”
	 	9.5.1
	“Alnylam Subscription Agreement”
	 	Recitals
	“Bankrupt Party”
	 	11.3
	“Breaching Party”
	 	11.2.1(a)
	“Code”
	 	11.3
	“Collaboration”
	 	3.1.1
	“Condition Satisfaction Date”
	 	11.1
	“Closing”
	 	Recitals
	“CRT Agreement”
	 	6.5.1
	“Dispute”
	 	12.6.1
	“Effective Date”
	 	11.1
	“Equipment”
	 	3.4
	“Escrow Agreement”
	 	Recitals
	“Excluded Claim”
	 	12.6.1
	“Follow-On Product”
	 	7.2(d)
	“FTO Notice”
	 	6.9(a)
	“Indemnitee”
	 	9.5.3
	“INEX”
	 	Preamble
	“Infringement Claim”
	 	10.4.1
	“Losses”
	 	9.5.1
	“Manufacturing Activities Committee”
	 	4.1
	“[**] Entities”
	 	Recitals
	“[**] Restriction”
	 	6.2.3
	“[**]”
	 	Recitals
	“miRNA”
	 	Preamble
	“More Favorable Terms”
	 	6.9(a)(ii)
	“Non-Bankrupt Party”
	 	11.3
	“Non-Breaching Party”
	 	11.2.1(a)
	“Novartis”
	 	1.68
	“Opportunity Response Period”
	 	6.9(b)(i)
	“Original Agreement”
	 	Recitals
	“Original Effective Date”
	 	Recitals
	“Original Protiva License Agreement”
	 	Recitals
	“Permitted Investor”
	 	12.17.1(c)
	“Platform License”
	 	6.9(a)
	“Post-IND Opportunity Response Period”
	 	6.9(b)(i)
	“Product Notice”
	 	6.9(b)
	“Project Manager”
	 	4.1





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	Term	 	Section
	“Prosecuting Party”
	 	10.2.4(e)
	“Protiva”
	 	Recitals
	“Protiva License Agreement”
	 	Recitals
	“Purchase Agreement”
	 	Recitals
	“Region”
	 	11.2.2
	“Responsible Party”
	 	10.4.3
	“Restricted Joint Invention”
	 	3.7.4
	“Restriction Period”
	 	3.7.1
	“RNAi”
	 	Preamble
	“Roche”
	 	Recitals
	“Roche-Nutley”
	 	6.2.2(c)
	“Roche Sublicensees”
	 	6.2.2(c)
	“Roche Subscription Agreement”
	 	Recitals
	“Shares”
	 	7.1
	“SPC”
	 	10.7
	“Stanford Agreement”
	 	6.5.1
	“Successful Product”
	 	7.2(d)
	“Target Response Notice”
	 	2.2
	“Tekmira Development Product”
	 	2.1
	“Tekmira Development Target”
	 	2.1
	“Tekmira Facilities Option”
	 	3.7.2
	“Tekmira Indemnitees”
	 	9.5.2
	“Tekmira In-License Provisions”
	 	6.4(a)
	“Tekmira IOC Product”
	 	6.9(b)(i)
	“Tekmira Patent”
	 	11.5(a)
	“UBC”
	 	1.108
	“UBC Sublicense”
	 	1.113






2. TEKMIRA DEVELOPMENT TARGETS.



     2.1 Tekmira Development Targets. During the Selection Term, and subject to the terms
and conditions of this Agreement and Alnylam’s right to grant rights thereto at the time of
selection, Tekmira may select up to three (3) Targets with respect to which Tekmira shall Research,
Develop, Manufacture and Commercialize RNAi Products directed to such Target under its license to
the Alnylam Core Patent Rights and Alnylam Lipidoid Patent Rights pursuant to Section 6.1.2(a)
(each such Target, a “Tekmira Development Target”, and each such RNAi Product, a
“Tekmira Development Product”). For clarity, the Parties acknowledge that the three (3)
Tekmira Development Targets shall be in addition to the PLK Target and the three Protiva
Development Targets that are among the subjects of the Protiva License Agreement. The Parties
acknowledge that the selection of each Tekmira Development Target is subject to Novartis’ right of
first offer under the Novartis Agreement and to other Alnylam obligations to Third Parties.



     2.2 Selection Process. The following process shall apply to the selection of Tekmira
Development Targets. Tekmira shall initially notify Alnylam in writing of the NCBI Gene ID number
(or, if a NCBI Gene ID number is not available, the specific sequence of the proposed Target) of
each Target nominated by Tekmira for selection as a Tekmira Development Target. Prior to
nominating a Target to Alnylam, Tekmira shall possess bona fide data regarding the validation of
such Target for


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potential therapeutic modulation by siRNAs. Within [**] following Alnylam’s receipt of a
notice nominating a Target, Alnylam shall notify Tekmira in writing (a “Target Response
Notice”) whether such Target is either: (a) subject to a contractual obligation to a Third
Party that would be breached by the inclusion of such Target as a Tekmira Development Target under
this Agreement, or (b) determined by Alnylam after its review in good faith of its ongoing or
planned scientific and/or business activities and strategy to be a Target of interest to Alnylam.
If neither of these criteria apply, the Target shall be considered to have been successfully
nominated as a Tekmira Development Target. Alnylam shall use Commercially Reasonable Efforts
consistent with the terms of the Novartis Agreement to obtain Novartis’ consent to the selection by
Tekmira of such Target as a Tekmira Development Target under this Agreement, and shall notify
Tekmira in writing as to whether or not such Target is available for license hereunder. If a
Target submitted to Alnylam is not so available for license as a Tekmira Development Target, then
Tekmira may nominate an additional Target as a Tekmira Development Target, until an aggregate of
three (3) Tekmira Development Targets have been identified and approved for selection pursuant to
the foregoing procedure; provided, that Tekmira may not submit more than three (3) proposed
Targets (in addition to any Protiva Development Targets or candidate Protiva Development Targets
submitted under the Protiva License Agreement) to Alnylam for evaluation pursuant to the foregoing
procedure in any single Calendar Quarter. Any Target approved for selection pursuant to the
foregoing procedure shall be a Tekmira Development Target. If upon the expiration of the Selection
Term all three (3) Tekmira Development Targets have not been approved for selection pursuant to the
foregoing procedure, then the Selection Term shall be extended until the earlier of (i) the date on
which an aggregate of three (3) Tekmira Development Targets have been so identified and approved
for selection and (ii) the [**] anniversary of the Original Effective Date. For clarity,
notwithstanding the number of Targets evaluated by Alnylam for availability for selection as a
Tekmira Development Target, Tekmira shall not be entitled to more than three (3) Tekmira
Development Targets.




3. COLLABORATION




     3.1 Collaboration.



     3.1.1 Collaboration and Research Plan. During the Collaboration Term Alnylam and Tekmira shall
use Commercially Reasonable Efforts to collaborate in the research, development and process (and
analytical methods) development of liposomal formulations of RNAi Products, miRNA Products and IOC
Products, as specifically set forth in the Research Plan (such activities, are referred to as the
“Collaboration”). The JRC has agreed upon a detailed Research Plan for the Collaboration
for the full twelve-months of the first Contract Year of the Collaboration Term. Attached to this
Agreement as Schedule 3.1 is an updated Research Plan for the second Contract Year of the
Collaboration Term, which Research Plan shall be updated quarterly by the JRC during the remainder
of the Collaboration Term. The Parties shall update, and the JRC shall approve in accordance with
Section 4.1, updates to the Research Plan for each Contract Year thereafter (if any) during the
Collaboration Term.



     3.1.2 FTEs and Collaboration Funding. Tekmira agrees to provide up to [**] FTEs in each
Contract Year of the Collaboration Term to perform its obligations under the Collaboration as
provided in the Research Plan. The use of additional FTEs will be subject to approval by the JRC.
Alnylam shall fund the Collaboration in accordance with Section 7.5.1.


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     3.2 Information Exchange. Subject to and in accordance with the provisions of
Article 6, as set forth below:



     (a) Within three (3) months after the Effective Date and on an ongoing basis during the
Agreement Term Tekmira shall disclose to Alnylam all Tekmira Technology that is Controlled by
Tekmira or its Affiliates as of the Original Effective Date and/or during the Agreement Term, and
all Collaboration IP that, in each case, has not been previously disclosed, and shall update such
disclosure at least once each Calendar Quarter;



     (b) During the Collaboration Term, through the JRC, Tekmira shall disclose to Alnylam Tekmira
IOC Technology Controlled by Tekmira on the Original Effective Date and/or during the Collaboration
Term, as and to the extent Tekmira determines, in its reasonable judgment, that such Tekmira IOC
Technology is necessary or useful for Alnylam’s performance of its obligations under the
Collaboration with respect to IOC Products;



     (c) During the Collaboration Term, through the JRC, Alnylam shall disclose to Tekmira (i) all
Alnylam IOC Technology, Alnylam Collaboration IP and Joint Collaboration IP that, in each case, has
not been previously disclosed, and shall update such disclosure at least once each Calendar Quarter
with regard to Alnylam Collaboration IP and Joint Collaboration IP;



     (d) During the Collaboration Term, through the JRC, Alnylam shall disclose to Tekmira Alnylam
RNAi Technology as and to the extent Alnylam determines, in its reasonable judgment, that such
Alnylam RNAi Technology is necessary or useful for Tekmira’s performance of its obligations under
the Collaboration and Manufacturing Activities with respect to Alnylam Royalty Products;



     (e) Promptly after the Effective Date and on an ongoing and timely basis thereafter during the
Research Term, Alnylam shall (unless otherwise requested by Tekmira in any instance or instances)
disclose to Tekmira data generated by Alnylam using any of the materials or chemical compounds
provided by Tekmira to Alnylam for use in furtherance of the conduct of the Collaboration
(“Alnylam Data”); and



     (f) Each Party shall make available its employees, consultants and subcontractors engaged in
the performance of its obligations under the Collaboration and/or the Manufacturing Activities upon
reasonable notice during normal business hours to consult with the other Party with respect to the
Collaboration and/or the Manufacturing Activities, as coordinated through the Project Managers or
such other individual of a Party as may be designated by such Party and consistent with the
resource requirements specified in the Research Plan and/or the Manufacturing Plan.



     3.3 Alnylam Materials for Collaboration. Unless the Parties otherwise agree in
writing, Tekmira will supply, in accordance with the relevant approved raw material specifications,
all materials to be used by Tekmira in the performance of its obligations under the Collaboration
other than the Alnylam Materials listed in the Research Plan. Alnylam or its designees will
provide Tekmira with the Alnylam Materials listed in the Research Plan. Except as explicitly
authorized in writing by Alnylam, all Alnylam Materials delivered to Tekmira shall remain the sole
property of Alnylam. Tekmira agrees (a) to account for all Alnylam Materials, (b) not to provide
Alnylam Materials to any Third Party (other than to subcontractors of Tekmira permitted under
Section 3.5) without the express prior written consent of Alnylam, (c) not to use Alnylam Materials
for any


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purpose other than performing its obligations under the Collaboration, including, without
limitation, not to analyze, characterize, modify or reverse engineer any Alnylam Materials or take
any action to determine the structure or composition of any Alnylam Materials unless required to
perform its obligations under the Collaboration, and (d) to destroy or return to Alnylam all unused
quantities of Alnylam Materials according to Alnylam’s written directions. The Alnylam Materials
supplied for use in the Collaboration must be used with prudence and appropriate caution in any
experimental work, since not all their characteristics may be known; however, Alnylam shall
notify Tekmira of any health hazards of which it is or becomes aware relating to the use or
handling of the Alnylam Materials.




     3.4 Alnylam Equipment for Collaboration. Unless otherwise agreed by the Parties in
writing, Tekmira will supply all equipment and machinery necessary to perform its obligations under
the Collaboration (“Equipment”). If Alnylam or its designees provide Tekmira with
Equipment, (a) such Equipment will not be used by Tekmira except in performance of its obligations
under the Collaboration under this Agreement, (b) title to such Equipment will remain with Alnylam,
(c) Tekmira will ensure that such Equipment is properly labeled as Alnylam property and remains
free and clear of any liens or encumbrances, (d) Tekmira will install the Equipment in a manner
which will permit its removal without material injury to the place of installation and (e) the
Equipment shall be installed at Tekmira’s or Protiva’s facility located in British Columbia,
Canada, and shall be maintained and used at such and not elsewhere without the prior written
consent of Alnylam. At Alnylam’s written request, such Equipment will be returned to Alnylam, or
to Alnylam’s designee. Tekmira will be responsible, at its own cost, for maintenance of such
Equipment; provided, however, that Alnylam shall be responsible for: (i) ensuring
all Equipment provided by Alnylam is in good working order at the time of delivery to Tekmira, and
(ii) unless otherwise agreed by the Parties, performing equipment qualification and calibration
prior to either Party’s use of such Equipment at Tekmira’s premises. Tekmira shall not be required
to purchase spare parts for the Equipment. To the extent Alnylam provides spare parts for such
Equipment, such spare parts will remain the property of Alnylam and will be used by Tekmira only
for maintenance of such Equipment. Tekmira will immediately notify Alnylam if at any time it
believes any such Equipment has been damaged, lost or stolen.



     3.5 Subcontractors and Third Party Research Collaborations. (a) Tekmira may utilize
the services of Affiliates or Third Party contractors to perform its obligations under the
Collaboration only as specified in the Research Plan or with the prior written approval of the JRC;
provided that (i) prior to the expiration of the Restriction Period, Tekmira may not, under
any circumstances, subcontract any aspect of its obligations under the Research Plan or the
Collaboration to Protiva without Alnylam’s prior written consent, which consent shall not be
unreasonably withheld or delayed; (ii) Tekmira shall remain at all times fully liable for its
responsibilities under this Agreement; and (iii) Tekmira’s agreement with any permitted
subcontractor provides Alnylam the same rights under this Agreement as if Tekmira had done the work
itself, and any such agreement shall include confidentiality and non-use provisions which are no
less stringent than those set forth in Article 8 of this Agreement.



     (b) In addition, the Parties agree that it may be necessary or useful to enter into Third
Party collaborations which provide technology, information, data or know-how, patentable or
otherwise, which are necessary or useful for Tekmira and/or Alnylam to perform its obligations
under the Collaboration. Such Third Party collaborations shall not conflict with the terms and
conditions of this Agreement. In the event that any such Third Party collaborations are
contemplated in connection with


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the Collaboration, the JRC shall discuss, subject to Third Party confidentiality obligations, and
agree upon entering into such Third Party collaborations, and the Research Plan shall be amended to
include such Third Party collaborations. The Parties shall use good faith efforts to ensure that,
to the extent possible, all such Third Party collaborations shall provide that any and all data and
results, discoveries and inventions, whether patentable or not, arising out of the Third Party
collaboration may be used by bona fide collaborators of the Party entering into the Third Party
collaboration agreement and shall include confidentiality and non-use provisions which are no less
stringent than those set forth in Article 8 of this Agreement. In addition, the Party entering
into such Third Party collaborations shall use Commercially Reasonable Efforts to obtain a right to
sublicense to the other Party and its Related Parties any Intellectual Property Rights arising out
of the Third Party collaboration.




     3.6 Records. Each Party shall maintain scientific records, in sufficient detail and
in good scientific manner appropriate for patent and regulatory purposes, which shall fully and
properly reflect all work done and results achieved in the performance of the Collaboration.
Alnylam shall have the right, during normal business hours and upon reasonable notice, to inspect
and copy (or request Tekmira to copy) all records of Tekmira maintained in connection with the work
done and results achieved in the performance of the Collaboration to the extent such records relate
to Alnylam Royalty Products. Tekmira shall have the right, during normal business hours and upon
reasonable notice, to inspect and copy (or request Alnylam to copy) all records of Alnylam
maintained in connection with the work done and results achieved in the performance of the
Collaboration to the extent such records relate to IOC Products. All such records and the
information disclosed therein shall be maintained in confidence in accordance with Article 8.



     3.7 Separate Conduct of Certain Activities by Tekmira and Protiva.



     3.7.1 Separate Conduct. Immediately upon the effective date of the Purchase Agreement
and through [**] (the “Restriction Period”), Tekmira has taken and will take all steps
necessary to ensure, to the maximum extent practicable, that there was and is no collaboration
between, or joint inventive work conducted by, Tekmira and Protiva under the Research Plan or the
Manufacturing Plan, or under the Second Target Research Plan, the PLK Research Plan or the R&D
Research Plan (as each such term is defined in the Protiva License Agreement), or any activities
contemplated thereunder, [**]. Such steps shall include, without limitation, the requirement that
during the Restriction Period, Tekmira has maintained and shall maintain research and manufacturing
operations that are separate from the research and manufacturing operations of Protiva for all
activities under the Research Plan, the Manufacturing Plan, the Second Target Research Plan, the
PLK Research Plan and the R&D Research Plan (as each such term is defined in the Protiva License
Agreement), and has ensured and shall ensure that the Tekmira personnel who work on the Research
Plan or the Manufacturing Plan did not and do not undertake research or Manufacturing activities
with or for Protiva under the Second Target Research Plan, the PLK Research Plan or the R&D
Research Plan.



     3.7.2 Common Management; Tekmira Facilities Option. Notwithstanding the requirements
of Section 3.7.1, during the Restriction Period (a) Tekmira and Protiva may (i) have common
management in the form of one person who serves as CEO of both companies, (ii) have interlocking
boards of directors, and (iii) share with each other or loan to each other specific items of
equipment and/or other tangible and intangible assets (but not human resources, other than
administrative personnel not involved in Research, Development or Manufacturing activities); and
(b) Protiva may use Tekmira’s physical facilities solely to Manufacture (i) at Alnylam’s sole
discretion, a


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product formulation developed by Protiva for Alnylam under the Protiva License Agreement; or
(ii) upon mutual written agreement of Alnylam, Tekmira and Protiva, an RNAi Product directed to the
PLK Target (as such terms are defined under the Protiva License Agreement) (“Tekmira Facilities
Option”).




     3.7.3 Notification. During the period from the Effective Date through [**], Tekmira
shall notify Alnylam in writing within thirty (30) days after conception of any intellectual
property conceived by Tekmira or Protiva (or their employees or consultants) prior to [**], with
respect to which Alnylam has or should have a license under this Agreement, the UBC Sublicense or
the Protiva License Agreement, it being understood that such notice as to the period from the end
of the Restriction Period through [**] will be for informational purposes only.



     3.7.4 Violations, Penalties. In the event that any joint invention is made (i) by
inventor(s) who are employees or consultants of Tekmira and inventor(s) who are employees or
consultants of Protiva during the Restriction Period, (ii) due to or in respect of the conduct of
Protiva and/or Tekmira during the Restriction Period and (iii) without any inventive contribution
from Alnylam or communication by or through Alnylam of any information or materials from Protiva or
Tekmira to the other in a manner that is material to the determination of inventorship (any such
joint invention is hereinafter referred to as a “Restricted Joint Invention”), with the
result that any rights to such Restricted Joint Invention are licensed to [**] (or would have been
so licensed to [**] as they existed on the Effective Date), then, except and solely to the extent
that any such Restricted Joint Invention arises from Manufacturing performed by Protiva at a
Tekmira facility as a result of the exercise of the Tekmira Facilities Option:




(a) Tekmira shall cause Protiva to pay to Alnylam any and all royalties and milestone
payments received from [**] with respect to the development or commercialization of any
product as to which the [**] owed such royalties or milestones due to the Coverage of such
product by any claims (whether issued or pending) Covering such Restricted Joint Invention
(or that would have been so received from [**] under the terms of the [**] as they existed
on the Effective Date);




(b) Alnylam shall have a fully-paid, perpetual, milestone-free, royalty-free, and exclusive
(except as to the Merck Entities’ rights under the [**]) license to Tekmira’s right, title
and interest in the Restricted Joint Invention;




(c) Alnylam shall have the unilateral right, exercisable at any time upon written notice to
Tekmira, to terminate Alnylam’s obligation to retain Tekmira as Alnylam’s exclusive
manufacturer pursuant to Section 5.1 and the Supply Agreement; and




(d) any and all royalties required to be paid by Alnylam to Tekmira under this Agreement
with respect to Alnylam Royalty Products Covered by the Exclusively Licensed Tekmira IP
shall be reduced by [**].



4. JOINT RESEARCH COMMITTEE.



     4.1 Joint Research Committee and Project Managers. As soon as practicable after the
Original Effective Date the Parties established a Joint Research Committee with authority to
approve the initial Research Plan, review for approval the annual update to such Research Plan,
coordinate the


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conduct of activities under the Collaboration, and the Manufacturing Activities, approve the
initial Manufacturing Plan, review for approval the quarterly update to such Manufacturing Plan,
coordinate the conduct of activities under the Manufacturing Plan, and generally facilitate
communication between the Parties. The JRC shall consist of two (2) representatives of each Party,
together with such other personnel of a Party as such Party deems reasonably necessary to
accomplish the objectives of this Agreement. Each Party shall also designate a “Project
Manager”. The Project Managers will be responsible for the day-to-day coordination of the
Collaboration and the Manufacturing Activities, and will serve to facilitate communication between
the Parties. Each Party may change its designated Project Manager from time to time upon written
notice to the other Party. The JRC shall be empowered to create subcommittees of itself, including
without limitation, a committee to oversee Manufacturing Activities (the “Manufacturing
Activities Committee”), as it may deem appropriate or necessary. The Manufacturing Activities
Committee shall consist of representatives of the Parties’ manufacturing and quality assurance
departments. Each such subcommittee shall report to the JRC, which shall have the authority to
approve or reject recommendations or actions proposed thereby subject to the terms of this Article
4.




     4.2 Meetings. The JRC shall meet in accordance with schedules established by mutual
written agreement of the Parties, but no less frequently than once per Contract Quarter during the
Collaboration Term, with the location for such meetings alternating between Alnylam and Tekmira
facilities (or such other locations as are determined by the JRC). Alternatively, the JRC may meet
by means of teleconference, videoconference or other similar communications equipment, but at least
two (2) meetings per Calendar Year shall be conducted in person. Each Party shall bear its own
expenses relating to attendance at such meetings by its representatives. With respect to decisions
of the JRC, the representatives of each Party shall have collectively one vote on behalf of such
Party. For each meeting of the JRC, at least one (1) representative of each Party shall constitute
a quorum. Action on any matter may be taken at a meeting, by teleconference, videoconference or by
written agreement.



     4.3 Minutes. A secretary shall be appointed for each meeting and shall prepare minutes
of the meeting, which shall provide a written description in reasonable detail of the discussions
held at the meeting and a list of any actions, decisions or determinations approved by the JRC.



     4.4 Disputes. The JRC shall attempt to resolve any and all disputes relating to this
Agreement by consensus; provided, that the Manufacturing Activities Committee (if it exists
at the relevant time) shall first attempt to resolve any and all disputes relating to the
Manufacturing Activities (if necessary or appropriate, by reference to the Supply Agreement and the
applicable Quality Agreement, including without limitation, the batch evaluation, acceptance and
rejection procedures and standards set forth therein), and failing resolution by the Manufacturing
Activities Committee, the JRC shall attempt to resolve such dispute. If the JRC is unable to reach
a consensus with respect to a dispute, then the dispute shall be submitted to escalating levels of
Tekmira and Alnylam senior management for review. If such dispute cannot be resolved despite
escalation, then the Chief Executive Officers of Alnylam and Tekmira shall attempt to resolve such
dispute. In the event that the Chief Executive Officers cannot reach an agreement regarding such
dispute within thirty (30) days after submission to them for resolution, then:



          (a) If the dispute is one over which the JRC has authority pursuant to Section 4.1, then
Alnylam shall have final decision-making authority; provided, however, that Alnylam
may not, without Tekmira’s consent, increase Tekmira’s obligation during the Collaboration Term to
provide



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FTEs to perform its obligations under the Collaboration in excess of [**] FTEs per Contract
Year of the Collaboration Term; and




          (b) With respect to all other disputes between the Parties, the dispute resolution provisions
of Section 12.6 shall apply.



Notwithstanding the foregoing, if the dispute between the Parties is over the reasonable
comparability of the factors described in Section 5.1(a)(ii) and the Manufacturing Activities
Committee cannot agree within five (5) Business Days after submission of the bona fide Third Party
quote to the Manufacturing Activities Committee, then the Parties shall not refer the matter to the
JRC but rather to an independent Third Party manufacturing consultant reasonably acceptable to the
Parties and the Parties shall cause such independent Third Party to render his/her decision as soon
as possible but no later than fifteen (15) Business Days after submission, which decision shall be
binding on the Parties.




5. MANUFACTURING




     5.1 Manufacturing and Supply.



     (a) Exclusive Manufacturing Obligations. Alnylam hereby retains Tekmira, on a
product-by-product basis, as Alnylam’s exclusive manufacturer to Manufacture and supply Alnylam’s
requirements of the bulk finished dosage form of each Alnylam Royalty Product formulated using
Tekmira Technology, and/or Alnylam Technology, including, without limitation, the Third Party
Liposome Patent Rights, in each case for toxicology and other non-clinical studies and clinical
development, through the completion of all Phase II Studies of such Alnylam Royalty Product that
are initiated prior to the initiation of the first Phase III Study of such Alnylam Royalty Product;
provided, however, that such exclusive supply engagement shall only apply during the
Manufacturing Term and shall not apply to any Alnylam Royalty Product (on a product-by-product
basis):



          (i) that Tekmira cannot or will not Manufacture and supply (or is not or will not be able to
Manufacture and supply), to Alnylam’s reasonable satisfaction, (x) at the requisite scale, in
sufficient quantities, within requisite timelines based on Alnylam’s actual and/or planned
development program for such Alnylam Royalty Product and in accordance with the applicable product
master batch record, specifications and other quality requirements for such Alnylam Royalty Product
as set forth in the Supply Agreement and the applicable Quality Agreement, (y) in accordance with
all applicable laws and regulations, including without limitation the requirements of cGMP, and (z)
using a facility with respect to which Tekmira or its permitted subcontractor has obtained approval
from the applicable Regulatory Authorities to Manufacture and supply such Alnylam Royalty Product;
or




          (ii) with respect to which Alnylam would be required to pay Tekmira an amount per batch of the
bulk finished dosage form of such Alnylam Royalty Product that is [**] greater than the cost per
batch for the Manufacture of such finished dosage form as quoted in a bona fide offer received by
Alnylam from a Third Party; provided, that the specifications for such finished dosage
form, and the batch size, quantity, and quality of product would be at least reasonably comparable.
In the event that Alnylam would be entitled under this clause (ii) to obtain its requirements of
the finished dosage form of an Alnylam Royalty Product from a Third Party, then prior to Alnylam
engaging such Third Party for such services Tekmira may submit a revised per batch price quote for



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such finished dosage form and if Tekmira’s revised per batch price quote is [**] Third Party’s
quote, Alnylam shall continue to obtain its supply of such finished dosage form from Tekmira in
accordance with this Article 5.



Moreover, Alnylam may obtain supply of the bulk finished dosage form of any Alnylam Royalty Product
from a Third Party in such amounts as may be required in order to qualify and maintain such Third
Party as a “backup” supplier as part of Alnylam’s prudent supply chain management policies;
provided, however, that so long as Tekmira is able to comply with the requirements set forth in
this Section 5.1(a), Tekmira shall continue to be Alnylam’s primary supplier. For purposes of
determining whether Tekmira is able to comply with the requirements of this Section 5.1(a), the
capabilities of Tekmira and its wholly-owned subsidiary Protiva, acting either together or
separately, shall be taken into account, and Protiva acting separately will not be considered
unable to comply with such requirements solely due to any refusal of Alnylam to approve
subcontracting to Protiva pursuant to Section 5.3(b), whether or not such refusal is reasonable.




     (b) Alternate Supplier. Tekmira shall, upon Alnylam’s written request provided to
Tekmira at any time after (i) the Effective Date, identify and reasonably verify the suitability of
a Third Party as a “backup” supplier of Alnylam Royalty Products as soon as reasonably possible
and/or (ii) [**], establish and qualify a Third Party as a “backup” supplier of Alnylam Royalty
Products as soon a reasonably possible, but in no event more than twelve (12) months after receipt
of such request; provided, however, that the JRC may agree to extend such time
periods. Alnylam shall have the right to propose such “backup” supplier(s) and Tekmira shall have
the right to consent to such “backup” supplier(s), which consent shall not be unreasonably withheld
or delayed. Within thirty (30) days after the Effective Date Tekmira will deliver to the JRC, for
review and approval, an update to the Manufacturing Plan containing a project overview for
establishing and qualifying a “backup” supplier. This project overview will include contract
manufacturing organization targets, timelines, equipment requirements, and both FTE and
out-of-pocket expense estimates. The qualification of a “backup” supplier is not intended in any
way to alter Tekmira’s rights to Manufacture Alnylam Royalty Products under this Agreement. All
internal FTE costs and extraordinary out-of-pocket expenses actually incurred by Tekmira in, and
reasonably required, to qualify a “backup” supplier as set forth in this Section 5.1(b) shall be
reimbursed by Alnylam (in the case of FTE costs, at the applicable FTE Rate and not to exceed the
project overview estimate without the prior approval of the JRC). Tekmira acknowledges and agrees
that the FTE Rate reflects Tekmira’s fully-loaded costs and expenses in performing its obligations
under the project overview portion of the Manufacturing Plan, and that Tekmira is solely
responsible for its costs and expenses in performing its obligations thereunder. However, Alnylam
agrees to reimburse Tekmira for any extraordinary out-of pocket costs and expenses incurred by
Tekmira in performing its obligations under this Section 5.1(b) to the extent that such out-of
pocket costs and expenses are approved by the JRC in advance in writing and are reasonable,
documented costs and expenses actually and directly incurred by Tekmira.



     5.2 Manufacturing Funding. Alnylam shall pay Tekmira for the supply of bulk finished
dosage form of Alnylam Royalty Products in accordance with Section 7.5.2.



     5.3 Supply Agreement; Subcontracting Restriction; Phase III and Commercial Supply.


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     (a) The Parties have entered into the Supply Agreement effective the Original Effective Date.
The Parties hereby amend the terms of the Supply Agreement by: (i) replacing each reference to
“Initial Collaboration Term” in Section 8.1(b) of the Supply Agreement with “Collaboration Term”
and (ii) replacing the reference to “Section 5.1(a) or (b)” in Section 14.2 of the Supply Agreement
with “Section 5.1(a)(i) or (ii)”.



     (b) Notwithstanding anything in this Agreement or in the Supply Agreement to the contrary,
prior to December 31, 2008, Tekmira may not, under any circumstances, subcontract any aspect of its
obligations under the Manufacturing Plan, the Manufacturing Activities or the Supply Agreement to
Protiva without Alnylam’s prior written consent, which consent shall not be unreasonably withheld
or delayed.



     (c) The Parties agree to discuss in good faith from time to time Tekmira’s Manufacture and
supply of Alnylam’s requirements of the bulk finished dosage form of Alnylam Royalty Products for
Phase III Studies and commercial sale, however, nothing in this Agreement or the Supply Agreement
shall be deemed to be a binding obligation of either Party to enter into such a transaction.



     5.4 Technology Transfer. If Alnylam elects to Manufacture the finished dosage form of
an Alnylam Royalty Product, or to have such finished dosage form Manufactured by a Third Party, in
each case as permitted under this Agreement, including without limitation Sections 5.1 above and
Sections 11.2.2, 11.4 and 11.6, then Tekmira will provide to Alnylam or its designee, all
Manufacturing information, including, without limitation, documentation, technical assistance, and
any materials or equipment owned by Alnylam, and cooperation by appropriate employees of Tekmira as
Alnylam or its designee may reasonably require in order to Manufacture such finished dosage form.
Alnylam will compensate Tekmira for such assistance at the FTE Rate, except in the case of a
material breach by Tekmira of this Agreement, the Supply Agreement or a Quality Agreement by
Tekmira in which event Tekmira shall provide such assistance free of charge for an appropriate and
reasonable period of time.



6. LICENSES




     6.1 License Grants.



     6.1.1 Alnylam Royalty Products.



     (a) Exclusive Alnylam Royalty Product License. Subject to the terms and conditions of this
Agreement, Tekmira hereby grants to Alnylam an exclusive, royalty-bearing license under and to use
the Exclusively Licensed Tekmira IP to Research, Develop, Manufacture and Commercialize Alnylam
Royalty Products in the Alnylam Field and in and for the Territory. Such license includes the
right to grant sublicenses as provided in Section 6.2 below.



     (b) Non-Exclusive Alnylam Royalty Product Licenses.


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          (i) Class 1 Non-Exclusively Licensed Tekmira IP. Tekmira grants to Alnylam a
non-exclusive, royalty-bearing license under and to use Class 1 Non-Exclusively Licensed Tekmira IP
to Research, Develop, Manufacture and Commercialize Alnylam Royalty Products in the Alnylam Field
and in and for the Territory (“Alnylam Class 1 Royalty Products”). Such license includes
the right to grant sublicenses as provided in Section 6.2 below.




          (ii) Class 2 Non-Exclusively Licensed Tekmira IP. Tekmira grants to Alnylam a
non-exclusive, royalty-bearing license under and to use Class 2 Non-Exclusively Licensed Tekmira IP
to Research, Develop, Manufacture and Commercialize Alnylam Royalty Products for any Alnylam Target
in the Alnylam Field and in and for the Territory (“Alnylam Class 2 Royalty Products”).
Such license includes the right to grant sublicenses as provided in Section 6.2 below.




     (c) Collaboration and Manufacturing Activity License. Subject to the terms and conditions of
this Agreement, Alnylam hereby grants Tekmira a non-exclusive, royalty-free license under (i)
Alnylam RNAi Technology and Alnylam Collaboration IP and (ii) Alnylam’s rights in Tekmira
Technology, and Tekmira Collaboration IP, in each case as permitted and solely for the purposes of
performing (x) Tekmira’s obligations under the Collaboration with respect to Alnylam Royalty
Products in accordance with the Research Plan as set forth in Article 3, and (y) the Manufacturing
Activities. Such license does not include the right to grant sublicenses except to subcontractors
of Tekmira permitted under Sections 3.5 or 5.3(b) or the Supply Agreement.



     6.1.2 Tekmira Royalty Products.



     (a) Tekmira Development Product License. Subject to the terms and conditions of this
Agreement, Alnylam hereby grants Tekmira (i) an exclusive, royalty-bearing license under the
Alnylam Core Patent Rights, the Alnylam Lipidoid Patent Rights, Alnylam Collaboration IP and
Alnylam’s interest in Joint Collaboration IP, and (ii) an exclusive, royalty-free license under
Alnylam’s rights in Tekmira Technology and Tekmira Collaboration IP, in each case to Research,
Develop, Manufacture and Commercialize Tekmira Development Products in the Alnylam Field in and for
the Territory. Such license includes the right to grant sublicenses as provided in Section 6.2
below.



     (b) Alnylam Data License. Alnylam grants to Tekmira a perpetual, non-exclusive, royalty-free,
worldwide license to use and exploit the Alnylam Data; provided, however, that:
(i) Tekmira will, pursuant to Article 8, protect from disclosure any of such Alnylam Data that
constitutes Alnylam’s Confidential Information and (ii) to the extent any Alnylam Data that
constitutes Alnylam’s Confidential Information relates to a Particular Moiety (other than a
Particular Moiety directed at a Tekmira Development Target), Tekmira will not use or exploit such
Alnylam Data, or transfer or sublicense such ALNYLAM Data to any Third Party, for the purposes of
Research, Development, or Commercialization of products directed at the Target of such Particular
Moiety, except to subcontractors of Tekmira permitted under Section 3.5 or 5.3(b) or the Supply
Agreement.



     (c) IOC Product License. Subject to the terms and conditions of this Agreement, Alnylam
hereby grants Tekmira an exclusive, royalty-bearing license under Alnylam’s interest in the Alnylam
IOC Technology, Alnylam Collaboration IP and Alnylam’s interest in Joint Collaboration IP to
Research, Develop, Manufacture and Commercialize IOC Products in the Tekmira IOC Field in and for
the United States. Such license includes the right to grant sublicenses as provided in Section 6.2
below.


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     (d) Collaboration License. Subject to the terms and conditions of this Agreement, Tekmira
hereby grants Alnylam a non-exclusive, royalty-free license under (i) Tekmira Technology and
Tekmira Collaboration IP, and (ii) Tekmira IOC Technology that is Controlled by Tekmira on the
Original Effective Date and during the Collaboration Term, as permitted and solely for the purposes
of performing Alnylam’s obligations under the Collaboration with respect to Tekmira Royalty
Products in accordance with the Research Plan as set forth in Article 3. Such license does not
include the right to grant sublicenses except to subcontractors of Alnylam permitted under Section
3.5.



     6.1.3 Royalty Term. Upon expiration of all royalty obligations hereunder all licenses
of the Parties under this Article 6 then in effect shall become fully paid-up, perpetual,
non-exclusive licenses.



     6.2 Sublicenses. 



     6.2.1 Affiliates. Each Party shall be entitled to grant sublicenses of its rights under this
Agreement (and licenses of its rights under and to Joint Collaboration IP) to its Affiliates for so
long as such entities remain Affiliates and upon written confirmation by such Affiliates that they
agree to be bound by the terms and conditions of this Agreement; provided, however,
that (a) Tekmira may not sublicense its rights under this Agreement to perform the Collaboration or
to perform Manufacturing Activities to a Tekmira Affiliate of which [**] or more of the outstanding
voting securities are owned, controlled or held by a Significant Pharmaceutical Company or by any
investment entity affiliated with any such Significant Pharmaceutical Company and (b) any such
sublicense shall be subject in all respects to the terms of Section 3.7. If a Party grants a
sublicense to its Affiliate: (i) the granting Party unconditionally guarantees the performance of
such Affiliate as if such Affiliate were a signatory to this Agreement to the extent the
performance or lack of performance is a breach of this Agreement, and (ii) the obligations and
liabilities of such Affiliate shall be joint and several and the non-granting Party shall not be
obliged to seek recourse against such Affiliate before enforcing its rights against the granting
Party. For greater certainty, it is hereby confirmed that any default or breach by such Affiliate
of any term of this Agreement will also constitute a default by the granting Party under this
Agreement, and the non-granting Party shall be entitled to exercise its rights hereunder, in
addition to any other rights and remedies to which the non-granting Party may be entitled.



     6.2.2 Alnylam Royalty Products. Alnylam shall be entitled to grant sublicenses of its rights
under this Agreement (and licenses under and to its rights in any Joint Collaboration IP) to Third
Parties to Research, Develop, Manufacture and Commercialize Alnylam Royalty Products;
provided, that:



     (a) with respect to any license or sublicense of Alnylam’s rights under Section 6.1.1(b)(i),
such license or sublicense may only be granted to one or more Third Parties in a Bona Fide
Collaboration with Alnylam, but solely within the scope of and for the purposes of such Bona Fide
Collaboration, or with respect to the Research, Development, Manufacture and/or Commercialization
of Alnylam Class 1 Royalty Products that meet one or more of the following: (i) such Alnylam Class
1 Royalty Product was initially Developed at least to the point of preclinical proof-of-principle
by Alnylam in an Active Internal Development Program; (ii) such Alnylam Class 1 Royalty Product is
an Alnylam Partnered Product; or (iii) such Alnylam Class 1 Royalty Product is a Research Program
Product;



     (b) with respect to any license or sublicense of Alnylam’s rights under Section 6.1.1(b)(ii),
such right to license or sublicense will apply only with respect to the Research, Development,


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Manufacturing, and/or Commercialization of Alnylam Class 2 Royalty Products that meet one or
more of the following:




          (x) such Alnylam Class 2 Royalty Product is a Research Program Product; or




          (y) such Alnylam Class 2 Royalty Product incorporates the same Formulation as the Lead
Formulation of a Research Program Product, whether or not it is directed at the same Target as such
Research Program Product, and also meets one or more of the following: (1) such Alnylam Class 2
Royalty Product was initially Developed at least to the point of preclinical proof-of-principle by
Alnylam in an Active Internal Development Program; or (2) such Alnylam Class 2 Royalty Product is
an Alnylam Partnered Product;




     (c) Alnylam may sublicense any and all of its rights under Section 6.1.1(b) to Roche and to
Hoffmann-La Roche Inc. (“Roche-Nutley”, and together with Roche, the “Roche
Sublicensees”) pursuant to an agreement substantially in the form set forth in Schedule
6.2.2.



     (d) (i) with respect to any sublicense of Alnylam’s rights under Sections 6.1.1(a) and/or (b)
in respect of any Alnylam Royalty Product for which Tekmira has not initiated Manufacturing of
batches of finished dosage form for GLP toxicology studies, Alnylam shall use Commercially
Reasonable Efforts to facilitate a business discussion between Tekmira and Alnylam’s Sublicensee
(other than Tekmira or its Affiliates) with respect to the provision of manufacturing services by
Tekmira to such Sublicensee, (ii) with respect to any sublicense of Alnylam’s rights under Sections
6.1.1(a) and/or (b) in respect of any Alnylam Royalty Product for which Tekmira has initiated
Manufacturing of batches of finished dosage form for GLP toxicology studies, Alnylam’s Sublicensee
(other than Tekmira or its Affiliates) shall be required to obtain its requirements of the bulk
finished dosage form of such Alnylam Royalty Product from Tekmira on the terms set forth in Article
5, however, Tekmira agrees to negotiate in good faith with Alnylam and/or Alnylam’s Sublicensee
either an alternate or modified supply arrangement or the release of such Sublicensee from such
exclusive supply obligation in return for reasonable compensation to Tekmira, and (iii) prior to
entering into an InterfeRx License Transaction with a Third Party that includes a license and/or
sublicense to Alnylam’s rights under Sections 6.1.1(a) and/or (b), Alnylam and Tekmira shall
discuss in good faith and agree in writing, on a sublicense-by-sublicense basis, as the case may
be, on the portion of any license fees, milestones and/or royalties that would be payable to
Tekmira in respect of such sublicense.



     (e) In no event shall the provisions of this Section 6.2.2 be construed as requiring Alnylam
to enter into any sublicensing transactions with respect to the Tekmira Technology.



     (f) For clarity, in no event will the sublicensing restrictions described in Sections
6.2.2(a), (b) or (c) apply to licenses and sublicenses of Alnylam’s rights under Section 6.1.1(a).
Alnylam may also sublicense any and all of its rights under Section 6.1.1(a) to Protiva under the
terms of the Protiva License Agreement. Tekmira acknowledges and agrees that in the case of a
sublicense to Protiva, Protiva shall be fully responsible for payment and performance of all
obligations under this Agreement pertaining to such sublicense and Tekmira hereby releases Alnylam
from any and all obligations and liabilities under this Agreement with respect to such sublicense.



     6.2.3 Tekmira Royalty Products. Tekmira shall be entitled to grant sublicenses of its rights
under this Agreement (and licenses under and to its rights in any Joint Collaboration IP) to Third
Parties to Research, Develop, Manufacture and Commercialize Tekmira Royalty Products to any Third


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Party upon prior written notice to Alnylam; provided, however, that (i) in no event may
Tekmira or its Affiliates grant a sublicense under any of the Exclusively Licensed Tekmira IP to
the [**] (the “[**]”) and (ii) in all events, any such sublicense shall be subject to the terms of
Section 3.7.




     6.2.4 Sublicense Terms. Each license and/or sublicense granted by a Party pursuant to Section
6.2.2 or 6.2.3 shall be subject and subordinate to the terms and conditions of this Agreement and
shall contain terms and conditions consistent with those in this Agreement, including, without
limitation, the requirements of Section 6.4 below. Agreements with any Commercializing Sublicensee
shall contain the following provisions: (a) a requirement that such Sublicensee submit applicable
sales or other reports consistent with those required hereunder; (b) an audit requirement similar
to the requirement set forth in Section 7.6; and (c) a requirement that such Sublicensee comply
with the confidentiality and non-use provisions of Article 8 with respect to both Parties’
Confidential Information. Each Party shall at all times be responsible for the performance of its
Sublicensees under this Agreement. In the event a granting Party becomes aware of a material
breach of any sublicense by a Third Party Sublicensee, the granting Party shall promptly notify the
other Party of the particulars of same and take all Commercially Reasonable Efforts to enforce the
terms of such sublicense.



     6.2.5 Notice. Unless otherwise provided in this Agreement, a Party granting a license and/or
sublicense as contemplated in Section 6.2.4 will notify the other Party within ten (10) Business
Days after execution of such sublicense and provide a copy of the fully executed license and/or
sublicense agreement, as the case may be, to the other Party within the same time frame (with such
reasonable redactions as the disclosing Party may make, provided that such redactions do
not include provisions necessary to demonstrate compliance with the requirements of this
Agreement), which shall be treated as Confidential Information of the disclosing Party; and
provided further that Alnylam may disclose such agreement(s) to Third Parties under
confidence if and to the extent required in order to comply with Alnylam’s contractual obligations
under both this Agreement and Third Party agreements.



     6.2.6 Survival. Any sublicense contemplated in Section 6.2.4 granted by a Party shall survive
termination of the licenses or other rights granted to the sublicensing Party under this Agreement
in accordance with this Article 6, and be assumed by the other Party as long as (a) the Sublicensee
is not then in breach of its license and/or sublicense agreement, (b) the Sublicensee agrees in
writing to be bound to the other Party as a licensor under the terms and conditions of the license
and/or sublicense agreement, and (c) the Sublicensee agrees in writing that in no event shall the
other Party assume any obligations or liabilities, or be under any obligation or requirement of
performance, under any such license and/or sublicense extending beyond such other Party’s
obligations and liabilities under this Agreement.



     6.3 Joint Collaboration IP. Subject to the rights granted each Party under this
Agreement, each Party shall have the right to use, sell, keep, license or assign its interest in
Joint Collaboration IP and otherwise undertake all activities a sole owner might undertake with
respect to such Joint Collaboration IP without the consent of and without accounting to the other
Party.



     6.4 In-Licenses. (a) (i) All licenses and other rights granted to Tekmira under this
Article 6 are subject to the rights granted to Alnylam under the Existing Alnylam In-Licenses and
are also subject to and limited to the extent of, the rights Alnylam has granted and is required to
grant to Third Parties pursuant to the Pre-Existing Alnylam Alliance Agreements. All licenses and
other rights granted to Alnylam with respect to the Tekmira Technology under this Article 6 are
subject to the


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rights granted to Tekmira, and to Tekmira’s ability to grant rights to Alnylam under the
Tekmira In-Licenses.




     (ii) Concurrently with the Original Effective Date the Parties and UBC entered into the UBC
Sublicense Documents each containing provisions governing or relating to the sublicense to Alnylam
of rights to Tekmira Technology and Tekmira Collaboration IP in the Alnylam Field that are
Controlled by Tekmira by virtue of its licenses from UBC under the Tekmira-UBC License Agreement.
Alnylam hereby agrees, effective as of the end of the Restriction Period, that its rights and
licenses under the UBC Sublicense Documents, to the extent applicable to any Technology (as defined
in the Tekmira-UBC License Agreement) first discovered or reduced to practice following the end of
the Restriction Period or otherwise first included in the licenses to Tekmira under the Tekmira-UBC
License Agreement following the end of the Restriction Period (including without limitation any
Tekmira Collaboration IP discovered or reduced to practice following the end of the Restriction
Period that is to be assigned to UBC under the UBC Sublicense Documents), shall be non-exclusive,
notwithstanding anything to the contrary in the UBC Sublicense Documents or otherwise. If and to
the extent that the foregoing requires any notice to or consent from UBC, Alnylam agrees to assist
Tekmira as reasonably requested, at any time and from time to time following the Effective Date, to
provide such notice or facilitate such consent (it being understood and agreed that Alnylam is not
obligated to provide UBC, directly or indirectly, with any additional compensation in order to
secure any such consent).



     (iii) Following the Original Effective Date, each and every Tekmira In-License entered into by
Tekmira shall contain terms substantially similar to the provisions set forth in Schedule 6.4(a)
(such provisions, the “Tekmira In-License Provisions”). For clarity, if Tekmira possesses
a reasonable belief at the time Tekmira enters into an agreement with a Third Party for the
in-license of Intellectual Property Rights, that such Intellectual Property Rights do not and will
not relate to the Alnylam Field, then Tekmira shall not be required to include the Tekmira
In-License Provisions in such Third Party in-license agreement; provided, however,
that if after execution of such an in-license agreement it is discovered or determined that some or
all of such in-licensed Intellectual Property Rights does relate to the Alnylam Field, then Tekmira
shall use Commercially Reasonable Efforts to amend such Third Party in-license agreement to
incorporate provisions substantially similar to the Tekmira In-License Provisions.



     (b) Each Party shall comply with all applicable terms and conditions of the In-Licenses, the
Tekmira-UBC License Agreement and the UBC Sublicense Documents to which it is a party, and shall
take such actions as may be required to allow the other Party to comply with its obligations
thereunder, including but not limited to, obligations relating to patent matters, confidentiality,
reporting, indemnification and diligence. Without limiting the foregoing, Tekmira agrees to comply
with the requirements set forth in the MIT License Agreement, including but not limited to, the
requirements listed on Schedule 6.4(b).



     (c) Alnylam shall be solely responsible for obtaining licenses of Necessary Third Party IP for
the Research, Development, Manufacturing or Commercialization of Alnylam Royalty Products. Tekmira
shall be solely responsible for obtaining licenses of Necessary Third Party IP for the Research,
Development, Manufacturing or Commercialization of Tekmira Royalty Products. Such licenses shall
not grant rights to any Third Party that conflict with the terms and conditions of this Agreement.


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     6.5 Options to Obtain Additional Patent Rights.



     6.5.1 [**].



     6.5.2 [**].



     6.6 No Other Rights. Except as otherwise expressly provided in this Agreement, under
no circumstances shall a Party hereto, as a result of this Agreement, obtain any ownership
interest, license or other right in any Intellectual Property Rights of the other Party, including
rights owned, controlled or developed by the other Party, or provided by the other Party to the
receiving Party at any time pursuant to this Agreement.



     6.7 Diligence and Annual Reports. (a) Alnylam shall use Commercially Reasonable
Efforts to Research, Develop and Commercialize an Alnylam Royalty Product in the Territory.
Tekmira shall use Commercially Reasonable Efforts to Research, Develop and Commercialize a Tekmira
Royalty Product in the Territory.



     (b) Each Party agrees that it shall deliver to the other Party an annual report, due no later
than December 31 of each Contract Year of the Agreement Term, which summarizes the major activities
undertaken by the reporting Party during the preceding twelve (12) months to Research, Develop and
Commercialize its Royalty Products in the Territory in the applicable field. The report will
include an outline of the status of any such Royalty Products in clinical trials and the existence
of any sublicenses with respect to such Royalty Products which have not been previously disclosed.



     6.8 Compliance. Each Party shall conduct its obligations under this Agreement in
accordance with all applicable laws, rules and regulations, including without limitation current
governmental regulations concerning good laboratory practices, good clinical practices, cGMP and
the requirements of the United States Federal government in connection with activities funded by
it, as applicable.



     6.9 Alnylam Rights Relating to Tekmira IOC Technology and IOC Products.



     (a) IOC Technology. Until the expiration of the last Valid Claim of the Alnylam IOC Patent
Rights, Alnylam may, upon written notice to Tekmira (an “FTO Notice”), elect to take from
Tekmira, and Tekmira will grant to Alnylam, a worldwide, royalty-bearing, non-exclusive license
(with no rights to sublicense) to the Tekmira IOC Technology to Research, Develop and Commercialize
IOC Products (a “Platform License”). For clarity, such Platform License will not grant
Alnylam any rights to Tekmira IOC Technology Covering only a specific Tekmira IOC Product or
particular uses of such IOC Product, and is intended to provide Alnylam with “freedom to operate”
under the Tekmira IOC Technology to Research, Develop and/or Commercialize IOC Products Controlled
by Alnylam. Upon Tekmira’s receipt of such FTO Notice from Alnylam, the Parties shall promptly
commence good faith negotiations for a period of up [**] in an effort to reach a mutually
acceptable definitive agreement for such Platform License that is consistent with the terms of this
Section 6.9(a) and contains other customary and reasonable terms mutually agreeable to the Parties.




     (i) Whether or not Alnylam has previously provided an FTO Notice, Tekmira will provide
Alnylam with at least thirty (30) days’ prior written notice before entering into any


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agreement with a Third Party with respect to a Platform License. Such notice will
include a description of the financial terms of such proposed Platform License sufficient to
permit Alnylam to understand and evaluate such terms.




     (ii) If Tekmira offers a Platform License to a Third Party or a Third Party offers to
obtain a Platform License at any time during the first five (5) years after Alnylam has
provided an FTO Notice, and the terms of such Platform License offer, taken as a whole, are
the same as, or more favorable to such Third Party than (x) the terms of the Parties’
definitive agreement for a Platform License, or (y) if the Parties have not yet entered into
a definitive agreement for a Platform License, the last proposal for a Platform License made
in the course of the Parties’ negotiations pursuant to this Section 6.9(a) (in either case
of (x) or (y), “More Favorable Terms”), then upon written notice from Alnylam,
either (A) the Parties will amend the Parties’ definitive agreement for a Platform License
to match or improve upon the More Favorable Terms; or (B) the Parties will promptly conclude
a definitive agreement for a Platform License on substantially similar terms as the More
Favorable Terms.



     (b) IOC Products. Prior to the expiration of the last Valid Claim of the Alnylam IOC
Patent Rights, Tekmira shall notify Alnylam in writing (a “Product Notice”) prior to
entering into bona fide negotiations with a Third Party for the rights to Research, Develop and/or
Commercialize any IOC Product Controlled by Tekmira (an “Tekmira IOC Product”). Such
Product Notice shall include material information relating to such Tekmira IOC Product that Alnylam
may reasonably require in order for Alnylam to evaluate and determine its interest in such Tekmira
IOC Product.




     (i) If Tekmira issues the Product Notice prior to the acceptance of a bona fide IND
filing by a Regulatory Authority in the United States or one of the Major Markets for the
applicable Tekmira IOC Product, then Alnylam shall have forty-five (45) days after receipt
of such Product Notice (the “Opportunity Response Period”) to notify Tekmira in
writing of its interest in such Tekmira IOC Product. If Alnylam notifies Tekmira in writing
within the Opportunity Response Period that it is interested in such Tekmira IOC Product,
then the Parties shall promptly commence good faith negotiations (in Tekmira’s case on an
exclusive basis) for a period of up to ninety (90) days after Alnylam receives the Product
Notice in an effort to conclude a mutually acceptable definitive agreement for the exclusive
rights to Research, Develop and Commercialize such Tekmira IOC Product (“Product
License”). The royalties payable to Tekmira in respect of such Tekmira IOC Product
contained in such definitive agreement will be equal to the royalties and milestones payable
with respect to an IOC Product under this Agreement; provided, however that
Tekmira shall not be required to reimburse Alnylam for any royalties or milestones payable
by Alnylam in respect of such Tekmira IOC Product under any Third Party agreements pursuant
to which Alnylam Controls the Alnylam IOC Technology licensed to Tekmira under this
Agreement that Cover such Tekmira IOC Product, and the agreement will otherwise contain
reasonable and customary terms that are consistent with the terms of this Section 6.9(b);
provided, however, that the Parties shall enter into good faith negotiations
to agree upon ancillary financial provisions to compensate Tekmira for its prior reasonable
Research and Development expenditures solely in connection with such Tekmira IOC Product,
which expenditures shall be based on the properly allocated costs and expenses directly
incurred by Tekmira for the Research, Development and/or Manufacture of such Tekmira IOC
Product through and including the Opportunity Response Period, which costs shall include all
reasonable and properly allocated internal costs


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(determined in accordance with the then-current Tekmira FTE Rate) for the FTEs directly
performing Research, Development and Manufacturing activities with respect to such Tekmira
IOC Product during such period and the reasonable, direct out-of-pocket expenses actually
paid by Tekmira in its performance of the Research, Development and/or Manufacture of such
Tekmira IOC Product. If Tekmira issues the Product Notice after the acceptance of a bona
fide IND filing by a Regulatory Authority in the United States or one of the Major Markets
for the applicable Tekmira IOC Product, then Alnylam shall have ninety (90) days after
receipt of such Product Notice (the “Post-IND Opportunity Response Period”) to
notify Tekmira in writing of its interest in such Tekmira IOC Product. If Alnylam notifies
Tekmira in writing within the Post-IND Opportunity Response Period that it is interested in
such Tekmira IOC Product, then the Parties will use Commercially Reasonable Efforts to
negotiate and execute a definitive agreement for the Product reasonable and customary terms
mutually agreeable to the Parties, including appropriate financial consideration after
taking into account the maturity of Tekmira’s Research, Development and Commercialization
activities through and including the Opportunity Response Period. If (x) Alnylam notifies
Tekmira that it is not interested in obtaining a Product License with respect to such
Tekmira IOC Product, (y) Alnylam does not notify Tekmira in writing within the Opportunity
Response Period that it is interested in such Tekmira IOC Product, or (z) despite each
Party’s good faith efforts, Alnylam and Tekmira are not able to reach agreement on and
execute a definitive agreement for a Product License within such one hundred and twenty
(120) day period, then Tekmira may enter into negotiations with any Third Party for such
Tekmira IOC Product.




     (ii) If (x) at any time prior to the expiration of the last Valid Claim of the Alnylam
IOC Patent Rights Tekmira offers to a Third Party or a Third Party offers to obtain rights
to Research, Develop and/or Commercialize a Tekmira IOC Product that has been the subject of
a Product Notice and with respect to which Alnylam does not have a Product License, and (y)
the terms of such Third Party Product License offer, taken as a whole, are the same as, or
more favorable to the Third Party than the last Product License offer with respect to such
Tekmira IOC Product made by a Party to the other in the course of the Parties’ negotiations
pursuant to this Section 6.9(b), then prior to executing any agreement with such Third Party
(A) Tekmira will provide to Alnylam a description of the terms of such Third Party Product
License offer sufficient to permit Alnylam to evaluate such offer terms, and (B) Alnylam
will have thirty (30) days to evaluate such offer and determine if Alnylam wishes to enter
into a Product License agreement with Tekmira for such Tekmira IOC Product on terms that are
substantially similar to those offered to or by such Third Party. If Alnylam elects to enter
into an agreement with Tekmira in accordance with the immediately preceding sentence, then
the Parties will promptly conclude an agreement on substantially similar terms to the Third
Party Product License offer. If Alnylam does not notify Tekmira in writing within such
thirty (30) day period that it is interested in concluding a Product License agreement for
such Tekmira IOC Product, then Tekmira may conclude an agreement with a Third Party for such
Tekmira IOC Product on terms that are, taken as a whole, not more favorable to such Third
Party than the terms presented to Alnylam pursuant to this Section 6.9(b).



7. PAYMENTS; ROYALTIES AND REPORTS




     7.1 Upfront Consideration. As partial consideration for the license and grant of
rights under this Agreement, Alnylam previously paid to Tekmira Eight Million Dollars ($8,000,000)
by


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issuing to Tekmira 361,990 shares of Alnylam’s common stock, par value $0.01 per share (the
“Shares”).




     7.2 Milestone Fees Payable by Alnylam.



     (a) As partial consideration for the grant by Tekmira to Alnylam of the licenses and other
rights hereunder, Alnylam shall make the milestone payments to Tekmira set forth below no later
than thirty (30) calendar days after the earliest date on which the corresponding milestone event
has been achieved with respect to each Alnylam Royalty Product (other than an Alnylam Royalty
Product directed to a Biodefense Target) to achieve such milestone event:



	 	 	 
	Milestone Event	 	Payment
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]





In the event one or more milestone events set out above are skipped for any reason, the payment for
such skipped milestone event(s) will be due at the same time as the payment for the next achieved
milestone event.




     (b) If, however, an Alnylam Royalty Product is directed to a Biodefense Target, in lieu of the
milestone payments set forth in Section 7.2(a), the following milestone payments shall be payable
no later than thirty (30) calendar days after the later of (i) the earliest date on which the
corresponding milestone event has been achieved with respect to such Alnylam Royalty Product, and
(ii) receipt by Alnylam of all funding from a Funding Authority that Alnylam is eligible to receive
for the achievement of such milestone event with respect to such Alnylam Royalty Product:



	 	 	 
	Milestone Event	 	Payment
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]





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In the event one or more milestone events set out above are skipped for any reason, the
payment for such skipped milestone event(s) will be due at the same time as the payment for the
next achieved milestone event.




     (c) Notwithstanding that an Alnylam Royalty Product is directed to a Biodefense Target, if
Alnylam or its Related Parties Commercialize or sell such Alnylam Royalty Product other than to a
Funding Authority, the milestone payment amounts set forth in Section 7.2(a) shall then apply in
lieu of the amounts set forth in Section 7.2(b).



     (d) The milestone payments described above shall be payable only once in relation to each
Alnylam Royalty Product that achieves Approval in a Major Market (or, in the case of an Alnylam
Royalty Product directed to a Biodefense Target, an Alnylam Royalty Product that achieves the First
Commercial Sale in a Major Market) (each, a “Successful Product”). Therefore, unless and until
there is a Successful Product directed to a particular Alnylam Target, any of the milestone
payments made by ALNYLAM under this Section in connection with an Alnylam Royalty Product directed
to such Target shall be fully creditable against the repeated achievement of such milestone event
by any other Alnylam Royalty Product directed to such Target. However, in the event that there is
a Successful Product with respect to an Alnylam Target and Alnylam subsequently begins to Develop
or continues to Develop another Alnylam Royalty Product directed to such Target (a “Follow-On
Product”), then, if and when any of the milestone events set out above is thereafter achieved
for such Follow-On Product, in addition to the milestone payment for such milestone event, there
will also be due and payable all of the milestone payment(s) for any such milestones that were
achieved for such Follow-On Product prior to the achievement of Approval or First Commercial Sale
(as the case may be) in a Major Market of a Successful Product with respect to such Target).



     (e) With respect to any Alnylam Development Product that is a Licensed Product (as such terms
are defined in the Protiva License Agreement) that also meets the definition of an Alnylam Royalty
Product under this Agreement, Alnylam shall not be required to pay milestone fees under both such
agreements, but, rather, shall pay only the larger of such milestone fees under such agreements,
respectively. Milestone payments shall be made by Alnylam in cash by wire transfer to a bank
account of Tekmira pursuant to wire instructions provided by Tekmira to Alnylam in writing in
advance.



7.3 Royalties.




     7.3.1 Royalties Payable on Net Sales by Alnylam. As partial consideration for the grant by
Tekmira to Alnylam of the licenses and other rights hereunder, subject to the terms and conditions
of this Agreement, Alnylam shall pay to Tekmira royalties on Net Sales of Alnylam Royalty Products
in the Territory by Alnylam and its Related Parties as follows:




	 	(a)	 	Where the Net Sales are those of, and are invoiced by, any one of the
following:






	 	(i)	 	Alnylam or its Affiliate;






	 	(ii)	 	a Roche Sublicensee under a sublicense granted in accordance with
Section 6.2.2(c);





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	 	(iii)	 	Regulus Therapeutics LLC, under a sublicense granted by Alnylam
in compliance with Section 6.2.1; or






	 	(iv)	 	another Sublicensee under a sublicense granted by Alnylam in
connection with, and solely for the purpose of, a Bona Fide Collaboration of
Alnylam, and solely for the purposes of such Bona Fide Collaboration,






	 	 	 	the applicable running royalty rates shall be as set out in the table below (all
references are to U.S. dollars, and the Net Sales figures are the aggregated sums
with respect to Alnylam and all of its Affiliates and Sublicensees):





	 	 	 
	Aggregate Calendar Year Net Sales of the	 	Royalty
	Alnylam Royalty Product in the Territory	 	(as a percentage of Net Sales)
	On the first [**]
	 	[**]
	On the subsequent [**]
	 	[**]
	Greater than [**]
	 	[**]






     (b) In all other cases, the applicable running royalty rates shall be as set out in the table
below:



	 	 	 
	Aggregate Calendar Year Net Sales of the	 	Royalty
	Alnylam Royalty Product in the Territory 	 	(as a percentage of Net Sales)
	On the first [**]
	 	[**]
	On the subsequent [**]
	 	[**]
	On the subsequent [**]
	 	[**]
	Greater than [**]
	 	[**]






     7.3.2 Royalties Payable on Net Sales by Tekmira.



     (a) As partial consideration for the grant by Alnylam to Tekmira of the licenses and other
rights hereunder, subject to the terms and conditions of this Agreement, Tekmira shall pay to
Alnylam royalties on Net Sales of Tekmira Development Products that are Tekmira Royalty Products,
in the Territory by Tekmira and its Related Parties as follows:



	 	 	 	 
	Aggregate Calendar Year Net Sales of the	 	 	Royalty
	Tekmira Development Product in the Territory	 	 	(as a percentage of Net Sales)
	On the first [**]
	 	 	[**]
	On the subsequent [**]
	 	 	[**]
	On the subsequent [**]
	 	 	[**]
	Greater than [**]
	 	 	[**]






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     (b) Subject to the terms and conditions of this Agreement, Tekmira shall pay to Alnylam
royalties on Net Sales of IOC Products that are Tekmira Royalty Products, in the Territory by
Tekmira and its Related Parties as follows:



	 	 	 	 
	Aggregate Calendar Year Net Sales of the	 	 	Royalty
	IOC Product in the Territory	 	 	(as a percentage of Net Sales)
	On the first [**]
	 	 	[**]
	On the subsequent [**]
	 	 	[**]
	Greater than [**]
	 	 	[**]






     7.3.3 Additional Royalty Provisions. Royalties on Royalty Products at the rate set forth
above, shall be payable on a country-by-country and product-by-product basis commencing on the date
of First Commercial Sale of such Royalty Product in a country and continuing until the later of the
expiration of the last Valid Claim Covering the Manufacture or Commercialization of such Royalty
Product in the country of sale, subject to the following conditions:



     (a) only one royalty shall be due with respect to the same unit of Royalty Product. Moreover,
with respect to any Alnylam Development Product that is a Licensed Product (as such terms are
defined in the Protiva License Agreement) that also meets the definition of an Alnylam Royalty
Product under this Agreement, Alnylam shall not be required to pay royalties under both such
agreements, but, rather, shall pay only the larger of such royalties under such agreements,
respectively;



     (b) no royalties shall be due upon the sale or other transfer among a Party and its Related
Parties, but in such cases the royalty shall be due and calculated upon such Party’s or its Related
Party’s Net Sales to the first independent Third Party;



     (c) no royalties shall accrue on the sale or other disposition of the Royalty Product by a
Party or its Related Parties for use in a clinical study sponsored by such Party or under an IND
prior to Regulatory Approval of such Royalty Product in the applicable jurisdiction; and



     (d) no royalties shall accrue on the disposition of a Royalty Product in reasonable quantities
by a Party or its Related Parties as samples (promotion or otherwise) or as donations (for example,
to non-profit institutions for a non-commercial purpose).


Moreover, the Parties acknowledge and agree that nothing in this Agreement (including without
limitation any exhibits or attachments hereto) shall be construed as representing an estimate or
projection of either (i) the number of Royalty Products that will or may be successfully
Researched, Developed or Commercialized or (ii) anticipated sales or the actual value of any
Royalty Product, and that the figures set forth in this Article 7 or elsewhere in this Agreement or
that have otherwise been






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discussed by the Parties are merely intended to define a Party’s royalty payment obligations to
each other in the event such sales performance is achieved.




     7.3.4 Reports; Payment of Royalty. During the Agreement Term, commencing upon the First
Commercial Sale of a Royalty Product, the Royalty Payor shall furnish to the Royalty Recipient a
quarterly written report showing the quantity of Royalty Products sold in each country (as measured
in saleable units of product), the gross sales of such Royalty Product in each country, total
deductions for such Royalty Product for each country included in the calculation of Net Sales, the
Net Sales in each country of such Royalty Product subject to royalty payments sold by the Royalty
Payor and its Related Parties during the reporting period and the royalties payable with respect to
such Royalty Product under this Agreement. Quarterly reports shall be due no later than the
twenty-fifth (25th) day following the close of each Calendar Quarter. Royalties shown
to have accrued by each royalty report shall be due and payable on the date such royalty report is
due. The Royalty Payor shall keep complete and accurate records in sufficient detail to enable the
royalties and other payments payable hereunder to be determined.



     7.4 Necessary Third Party IP.



     7.4.1 Third Party License Payments. Tekmira shall pay [**] of all royalties, license fees,
milestones and similar payments (if any) payable to Tekmira’s Affiliates or to any Third Parties
for the rights to Tekmira Technology licensed to Alnylam under this Agreement under any Tekmira
In-License and shall pay [**] of all amounts owed to UBC under the Tekmira-UBC License Agreement in
respect of the sublicense to Alnylam under the UBC Sublicense. Alnylam shall pay [**] of all
royalties, license fees, milestones and similar payments (if any) payable to Alnylam’s Affiliates
or to any Third Parties for the rights to Alnylam RNAi Technology, Alnylam IOC Technology and
Alnylam Lipidoid Patent Rights licensed to Tekmira under this Agreement; [**].



     7.4.2 Royalty Adjustment. If the Research, Development, Manufacture or Commercialization of a
Royalty Product by a Royalty Payor in accordance with this Agreement infringes Necessary Third
Party IP, the applicable royalties in each country in the Territory payable to the Royalty
Recipient pursuant to Section 7.3 will be reduced by the amount of royalties paid with respect to
Necessary Third Party IP; provided, however, that in no event shall the royalties
due be reduced by [**] of the royalties otherwise due (and will not in any case be reduced below
[**] of the amount of royalties that would otherwise be due).



     7.4.3 Adjustments for Payments to UBC. In the event that Alnylam is required to make any
payments to UBC in respect of the Tekmira Technology or Tekmira Collaboration IP licensed to
Alnylam pursuant to the UBC Sublicense Agreement or pursuant to a direct license agreement between
UBC and Alnylam as a result of the default by, or bankruptcy or insolvency of, Tekmira as more
fully described in Section 3.4 and Article 17.0 of the Tekmira-UBC License Agreement, then Alnylam
shall be entitled to offset any amounts payable by Alnylam to Tekmira under this Agreement (or
under the Protiva License Agreement if payments are due instead to Protiva pursuant to Sections
7.2(e) or 7.3.3(a)) by the amount of Alnylam’s payments to UBC until such amounts have been
credited in full.



     7.4.4 Adjustment for More Favorable Terms. If after the Effective Date, Tekmira grants to a
Third Party any license under the Tekmira Technology substantially similar in scope and



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substance to the license granted to Alnylam by Tekmira under this Agreement on terms calling
for milestone fees and royalties that are, as a whole, more favorable (to the licensee in such
other license) than the comparable terms contained in this Article VII with respect to milestones
fees and royalties payable by Alnylam, then Tekmira shall so notify Alnylam, and at Alnylam’s
option, such more favorable financial terms granted to such Third Party shall apply to Alnylam’s or
its Affiliates’ or Sublicensees’ license for Alnylam Royalty Products, rather than the milestone
fees and royalty terms under this Article VII.




     7.5 Collaboration and Manufacturing Activity Funding.



     7.5.1 Collaboration Funding. As consideration for the performance by Tekmira of its
obligations under the Collaboration, Alnylam agrees to fund the FTEs provided by Tekmira as
follows:



     (a) During the Collaboration Term, the compensation to Tekmira for up to [**] FTEs in each
Contract Year of the Collaboration Term to perform its obligations under the Collaboration as
provided in the Research Plan shall not be less than an aggregate of [**] in each such Contract
Year; and



     (b) the use of any additional FTEs in each Contract Year of the Collaboration Term as approved
by the JRC shall be funded at the FTE Rate pro-rated to the duration that such FTEs actually
perform such activities under the Collaboration in accordance with the Research Plan, and as
documented by Tekmira pursuant to Section 7.5.3 below.


Tekmira acknowledges and agrees that the FTE Rate reflects Tekmira’s fully-loaded costs and
expenses in performing its obligations under the Collaboration and that Tekmira is solely
responsible for its costs and expenses in performing its obligations under the Collaboration.
However, Alnylam agrees to reimburse Tekmira for any extraordinary out-of pocket costs and expenses
incurred by Tekmira in performing its obligations under the Collaboration in accordance with the
Research Plan to the extent that such costs and expenses are approved by the JRC in advance in
writing and are reasonable, documented costs and expenses actually and directly incurred by
Tekmira. After the Collaboration Term, Alnylam’s funding obligation shall cease and (to the extent
mutually agreed by the Parties) each Party shall be responsible for funding its own participation
in the Collaboration and all expenses incurred by such Party in connection therewith.




     7.5.2 Product Manufacturing Cost. As consideration for the performance by Tekmira of the
Manufacturing Activities and the delivery of quantities of bulk finished dosage form of Alnylam
Royalty Product Manufactured and supplied by Tekmira to Alnylam pursuant to Section 5.1(a), Alnylam
agrees to purchase each such batch of bulk finished dosage form at a price comprised of:



          (a) [**]; and



          (b) [**].


Tekmira shall provide Alnylam upon request with an estimate of Tekmira’s per batch price for any
Alnylam Royalty Product.







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     7.5.3 Invoicing and Payment. Tekmira shall, within thirty (30) days following the end of each
calendar month during the Collaboration Term, deliver to Alnylam a detailed invoice (a) stating the
number of FTEs that performed activities under the Collaboration during such calendar month and the
nature of such work, and (b) detailing any out-of-pocket expenses invoiced to Tekmira to be
reimbursed by Alnylam pursuant to Section 5.1(b), 7.5.1 or 7.5.2, and accompanied by adequate
documentation of such expenses. All undisputed payments shall be made by Alnylam within forty-five
(45) days of its receipt of such an invoice.



     7.6 Audits.



     7.6.1 Access. Upon the written request of a Party and not more than once in each Calendar
Year, the other Party and/or its Related Parties shall permit an independent certified public
accounting firm of nationally recognized standing selected by the requesting Party and reasonably
acceptable to the other Party, at the requesting Party’s expense except as set forth below, to have
access during normal business hours to such of the records of the other Party as may be reasonably
necessary to verify the accuracy of the royalty, FTE, expense and other financial reports required
to be delivered under this Agreement for any Calendar Year ending not more than thirty-six (36)
months prior to the date of such request, for the sole purpose of verifying the basis and accuracy
of payments made under this Article 7.



     7.6.2 Discrepancies; Default Interest. If such accounting firm identifies a discrepancy made
during such period, the appropriate Party shall pay the other Party the amount of the discrepancy
within twenty (20) Business Days of the date the requesting Party delivers to the other Party such
accounting firm’s written report so concluding, or as otherwise agreed by the Parties in writing.
Such written report shall be binding upon the Parties. The fees charged by such accounting firm
shall be paid by the requesting Party, unless such discrepancy represents an underpayment by the
other Party of more than the lesser of [**] or [**] of the total amounts due hereunder, in which
case such fees shall be paid by the other Party. Unless an audit for such Calendar Year has been
commenced upon the expiration of [**] following the end of such Calendar Year, the calculation of
royalties and other payments payable with respect to such Calendar Year shall be binding and
conclusive upon both Parties, and each Party and its Related Parties shall be released from any
further liability or accountability with respect to royalties and other payments for such Calendar
Year. All amounts due and owing to a Party hereunder by the other Party but not paid by the other
Party on the due date thereof shall bear interest at the rate of one per cent (1%) per month.



     7.6.3 Confidentiality. Each Party shall treat all financial information subject to review
under this Section 7.6 or under any sublicense agreement in accordance with the confidentiality and
non-use provisions of Article 8 of this Agreement, and shall cause its accounting firm to enter
into an acceptable confidentiality agreement with the other Party and/or its Related Parties
obligating it to retain all such information in confidence pursuant to such confidentiality
agreement.



     7.7 Payment Exchange Rate. All dollar amounts in this Agreement are United States
dollar amounts. All payments to be made under this Agreement, including without limitation, any
payments based on revenues generated by Related Parties in respect of Royalty Products, shall be
made in United States dollars and shall be paid by bank wire transfer in immediately available
funds to such bank account in Canada or the United States, as may be designated in writing by the
receiving Party from time to time. In the case of sales outside the United States by any Party and
its Related



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Parties, the rate of exchange to be used in computing the amount of currency equivalent in
United States dollars due shall be made at the rate of exchange utilized by such Party in its
worldwide accounting system, prevailing on the third to the last Business Day of the month
preceding the month in which such sales are recorded.




     7.8 Income Tax Withholding. (a) If laws, rules or regulations require withholding of
income taxes or other taxes imposed upon payments set forth in this Article 7, the paying Party
shall make such withholding payments as required and subtract such withholding payments from the
payments set forth in this Article 7. The paying Party shall submit appropriate proof of payment
of the withholding taxes to the receiving Party within a reasonable period of time. At the request
of the receiving Party, the paying Party shall, at its cost, give the receiving Party such
reasonable assistance, which shall include the provision of appropriate certificates of such
deductions made together with other supporting documentation as may be required by the relevant tax
authority, to evidence such payment and to enable the receiving Party to claim exemption from such
withholding or other tax imposed or to obtain a repayment thereof or reduction thereof, and shall
upon request provide such additional documentation from time to time as is reasonably required to
confirm the payment of tax.



          (b) Tekmira represents and warrants that, as of the Effective Date, it is a resident of Canada
for Canadian income tax purposes and for purposes of the Tax Convention. Alnylam represents and
warrants that, as of the Effective Date, it is a resident of the United States of America for
United States income tax purposes and for purposes of the Tax Convention. The paying Party confirms
that, with regard to any payment under Article 7, it will withhold at the rate applicable under the
Tax Convention if and to the extent that the Tax Convention governs the withholding from such
payment required by applicable law. Tekmira and Alnylam agree to provide written notice to the
other Party if its rights or obligations under the Agreement are assigned to a Person that is not a
resident of the United States of America (in the case of Alnylam) for United States income tax
purposes and for purposes of the Tax Convention, or a resident of Canada (in the case of Tekmira)
for Canadian income tax purposes and for purposes of the Tax Convention.



8. CONFIDENTIALITY AND PUBLICATION




     8.1 Nondisclosure Obligation. (a) All Confidential Information disclosed by one Party
to the other Party hereunder shall be maintained in confidence by the receiving Party and shall not
be disclosed to a Third Party or used for any purpose except as set forth herein without the prior
written consent of the disclosing Party, except to the extent that such Confidential Information:




	 	(i)	 	is known by the receiving Party at the time of its receipt, and not through a
prior disclosure by the disclosing Party, as documented by the receiving Party’s
business records;






	 	(ii)	 	is in the public domain by use and/or publication before its receipt from the
disclosing Party, or thereafter enters the public domain through no fault of the
receiving Party;






	 	(iii)	 	is subsequently disclosed to the receiving Party by a Third Party who may
lawfully do so and is not under an obligation of confidentiality to the disclosing
Party; or






	 	(iv)	 	is developed by the receiving Party independently of Confidential Information
received from the disclosing Party, as documented by the receiving Party’s business
records.




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     (b) Notwithstanding the obligations of confidentiality and non-use set forth above and in
Section 8.2.2 below, a receiving Party may provide Confidential Information disclosed to it, and
disclose the existence and terms of this Agreement and the other Transaction Documents, in each
case as may be reasonably required in order to perform its obligations and to exploit its rights
under this Agreement and the other Transaction Documents, and specifically to (i) Related Parties,
and their employees, directors, agents, consultants, advisors and/or other Third Parties for the
performance of its obligations hereunder (or for such entities to determine their interest in
performing such activities) in accordance with this Agreement in each case who are obligated to
keep such Confidential Information confidential; (ii) governmental or other Regulatory Authorities
in order to obtain patents or perform its obligations or exploit its rights under this Agreement;
provided, that such Confidential Information shall be disclosed only to the extent
reasonably necessary to do so, (iii) the extent required by applicable law, including without
limitation by the rules or regulations of the United States Securities and Exchange Commission or
similar regulatory agency in a country other than the United States or of any stock exchange or
Nasdaq, (iv) any bona fide actual or prospective underwriters, investors, lenders or other
financing sources and any bona fide actual or prospective collaborators or strategic partners and
to consultants and advisors of such Party, in each case who are obligated to keep such Confidential
Information confidential, (v) to Third Parties to the extent a Party is required to do so pursuant
to the terms of an In-License or a Pre-Existing Alnylam Alliance Agreement, and (vi) UBC to the
extent a Party is required to do so in order to comply with its obligations to UBC under the UBC
Sublicense Documents or the Tekmira-UBC License Agreement, as the case may be.


If a Party is required by judicial or administrative process to disclose Confidential Information
that is subject to the non-disclosure provisions of this Section 8.1 or Section 8.2, such Party
shall promptly inform the other Party of the disclosure that is being sought in order to provide
the other Party an opportunity to challenge or limit the disclosure obligations. Confidential
Information that is disclosed by judicial or administrative process shall remain otherwise subject
to the confidentiality and non-use provisions of this Section 8.1 and Section 8.2, and the Party
disclosing Confidential Information pursuant to law or court order shall take all steps reasonably
practical, including without limitation seeking an order of confidentiality, to ensure the
continued confidential treatment of such Confidential Information. In addition to the foregoing
restrictions on public disclosure, if either Party concludes that a copy of this Agreement must be
filed with the United States Securities and Exchange Commission or similar regulatory agency in a
country other than the United States, such Party shall seek the maximum confidential treatment
available under applicable law, provide the other Party with a copy of this Agreement showing any
sections as to which the Party proposes to request confidential treatment, provide the other Party
with an opportunity to comment on any such proposal and to suggest additional portions of this
Agreement for confidential treatment, and take such Party’s reasonable comments into consideration
before filing this Agreement.




     8.2 Publication and Publicity.



     8.2.1 Publication. Tekmira and Alnylam each acknowledge the other Party’s interest in
publishing the results of the Collaboration. Each Party also recognizes the mutual interest in
obtaining valid patent protection and in protecting business interests and trade secret
information. Consequently, except for disclosures permitted pursuant to Section 8.1 and 8.2.2(b),
either Party, its Affiliates, or their respective employees or consultants wishing to make a
publication or a disclosure to a Third Party relating to the Collaboration or any Royalty Product
of the other Party shall deliver to the other Party a copy of the proposed written publication or
an outline of an oral disclosure at least



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thirty (30) days prior to submission for publication or presentation. The reviewing Party
shall have the right (a) to propose modifications to the publication or presentation for patent
reasons, trade secret reasons or business reasons, or (b) to request a reasonable delay in
publication or presentation in order to protect patentable information. If the reviewing Party
requests a delay, the publishing Party shall delay submission or presentation for a period of
thirty (30) days to enable patent applications protecting each Party’s rights in such information
to be filed in accordance with Article 10 below. Upon expiration of such thirty (30) days, the
publishing Party shall be free to proceed with the publication or presentation. If the reviewing
Party requests modifications to the publication or presentation, the publishing Party shall edit
such publication to prevent disclosure of trade secret or proprietary business information prior to
submission of the publication or presentation. With respect to any proposed publications or
disclosures by investigators or academic or non-profit collaborators, such materials shall be
subject to review under this Section 8.2 to the extent that Tekmira or Alnylam, as the case may be,
has the right and ability (after using reasonable efforts) to do so. For the avoidance of doubt,
subject to its obligations under Section 8.1, each Party may make publications and disclosures to
Third Parties relating to its own Royalty Products outside of the Collaboration without any
obligation to permit the other Party to review or comment on such publication or disclosure.




     8.2.2 Publicity. (a) Except as set forth in Section 8.1 above and clause (b) below, no
disclosure of the existence of, or the terms of, this Agreement or the other Transaction Documents
may be made by either Party, and no Party shall use the name, trademark, trade name or logo of the
other Party or its employees in any publicity, news release or disclosure relating to this
Agreement or its subject matter, without the prior express written permission of the other Party,
except as may be required by law or expressly permitted by the terms hereof.



     (b) The Parties expect that upon the Effective Date of this Agreement Tekmira will, and
Alnylam may, issue separate press releases publicizing the execution of this Agreement and the
Protiva License Agreement, and that prior to the execution of this Agreement, Alnylam and Tekmira
shall agree in writing upon any such press releases. After such initial press releases, neither
Party shall issue a press release or public announcement relating to this Agreement without the
prior written approval of the other Party, which approval shall not be unreasonably withheld,
except that a Party may (i) once a press release or other written statement is approved in writing
by both Parties, make subsequent public disclosure of the information contained in such press
release or other written statement without the further approval of the other Party, and (ii) issue
a press release or public announcement as required, in the reasonable judgment of such Party, by
applicable law, including without limitation by the rules or regulations of the United States
Securities and Exchange Commission or similar regulatory agency in a country other than the United
States or of any stock exchange or NASDAQ.



9. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION




     9.1 Mutual Representations and Warranties. Each Party represents and warrants to the
other Party that each representation and warranty made by it under this Article 9 that is made as
of or on the Effective Date, is also made by it as of and upon the Condition Satisfaction Date.
Each Party represents and warrants to the other Party that as of the Effective Date of this
Agreement:



     9.1.1 It is duly organized and validly existing under the laws of its jurisdiction of
incorporation or formation, and has full corporate or other power and authority to enter into this



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Agreement and the other Transaction Documents to which it is a party, and to carry out the
provisions hereof. Further, except for any Regulatory Approvals, pricing and/or reimbursement
approvals, manufacturing approvals and/or similar approvals necessary for the Research,
Development, Manufacture or Commercialization of the Royalty Products, all necessary consents,
approvals and authorizations of all government authorities required to be obtained by such Party as
of the Effective Date in connection with the execution, delivery and performance of this Agreement
and the other Transaction Documents to which it is a party have been obtained by the Effective
Date.




     9.1.2 It is duly authorized to execute and deliver this Agreement and the other Transaction
Documents to which it is a party, and to perform its obligations hereunder, and the person or
persons executing this Agreement and the other Transaction Documents to which it is a party on its
behalf has been duly authorized to do so by all requisite corporate action.



     9.1.3 This Agreement and the other Transaction Documents to which it is a party are legally
binding upon it and enforceable in accordance with its terms. Except as set forth in Section 9.1.3
of Schedule 9 to this Agreement, the execution, delivery and performance of this Agreement and the
other Transaction Documents to which it is a party by it does not conflict with any agreement,
instrument or understanding, oral or written, to which it is a party and by which it may be bound,
or with its charter or by-laws.



     9.1.4 Except, in Alnylam’s case, as set forth in Section 9.1.3 of Schedule 9 to this
Agreement, it has not, and will not during the Agreement Term, grant any right to any Third Party
which would conflict with the rights granted to the other Party hereunder. It has (or will have at
the time performance is due) maintained and will maintain and keep in full force and effect all
agreements (including license agreements) and filings (including patent filings) necessary in such
Party’s reasonable judgment to perform its obligations hereunder. Further, (a) the execution and
delivery of this Agreement and the other Transaction Documents to which it is a party by such
Party, (b) the performance of such Party’s obligations hereunder and the other Transaction
Documents to which it is a party and (c) the licenses and sublicenses to be granted by such Party
pursuant to this Agreement or the other Transaction Documents do not conflict with or violate any
requirement of applicable laws or regulations existing as of the Effective Date and applicable to
such Party.



     9.1.5 Neither Party nor any of its Affiliates has been debarred or is subject to debarment and
neither Party nor any of its Affiliates will use in any capacity, in connection with the
Collaboration or, in the case of Tekmira the Manufacturing Activities, any person or entity that
has been debarred pursuant to Section 306 of the United States Federal Food, Drug, and Cosmetic
Act, or that is the subject of a conviction described in such section. Each Party agrees to inform
the other Party in writing immediately if it or any Person that is performing activities in the
Collaboration, and Tekmira agrees to inform Alnylam immediately in writing if it or any person or
entity that is performing the Manufacturing Activities, is debarred or is the subject of a
conviction described in Section 306, or if any action, suit, claim, investigation or legal or
administrative proceeding is pending or, to the best of the notifying Party’s knowledge, is
threatened, relating to the debarment or conviction of the notifying Party or any person or entity
used in any capacity by such Party or any of its Affiliates in connection with the Collaboration or
the Manufacturing Activities, as the case may be.



     9.2 Alnylam Representations and Warranties. Alnylam represents and warrants to
Tekmira that as of the Effective Date of this Agreement:



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     9.2.1 To Alnylam’s knowledge, the Alnylam Core Patent Rights and the Patent Rights comprising
Alnylam IOC Technology exist and are not invalid or unenforceable, in whole or in part;



     9.2.2 Except as set forth on Section 9.1.3 of Schedule 9 to this Agreement, it has not
assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the
Alnylam RNAi Technology, the Alnylam Lipidoid Patent Rights, Alnylam IOC Technology or the Alnylam
Collaboration IP or Alnylam’s interest in Joint Collaboration IP in a manner that conflicts with
any rights granted to Tekmira hereunder;



     9.2.3 There are no claims, judgments or settlements actually made or, to Alnylam’s knowledge,
threatened, against or amounts with respect thereto owed by, Alnylam or its Affiliates relating to
the Alnylam RNAi Technology, Alnylam Lipidoid Patent Rights or Alnylam IOC Technology;



     9.2.4 Alnylam’s obligations under the Collaboration Research Plan will be performed with
requisite care, skill and diligence, in accordance with applicable laws and industry standards, and
by individuals who are appropriately trained and qualified;



     9.2.5 All siRNA, miRNA and other materials supplied by Alnylam to be used by Tekmira in the
manufacture of Alnylam Royalty Products will have been Manufactured in accordance with the master
batch records and released in accordance with the applicable specifications for such siRNA, miRNA
and other materials, cGMP (if applicable), and all other applicable laws; and



     9.2.6 None of the terms of the Existing Alnylam In-Licenses or Pre-Existing Alnylam Alliance
Agreements prohibit or limit the use by Tekmira, for the Research, Development, Manufacture or
Commercialization of the Tekmira Royalty Products, of any Intellectual Property Rights granted by
Tekmira to Alnylam hereunder.



     9.3 Tekmira Representations and Warranties. Tekmira represents and warrants to Alnylam
that:



     9.3.1 The Patent Rights listed in Schedule 1.73 are all the Tekmira Patent Rights existing on
the Effective Date. As of the Effective Date, to Tekmira’s knowledge, the Tekmira Patent Rights
exist and are not invalid or unenforceable, in whole or in part. To Tekmira’s knowledge, the
conception, development and reduction to practice of the Tekmira Patent Rights and the Tekmira
Collaboration IP and Joint Collaboration IP existing on the Effective Date have not constituted or
involved the misappropriation of trade secrets or other rights or property of any person or entity;



     9.3.2 The Patent Rights identified on Schedule 1.73 as Controlled by Tekmira through an
ownership interest are owned by Tekmira free and clear of any liens or encumbrances. [**];



     9.3.3 Tekmira has not assigned, transferred, conveyed or otherwise encumbered its right, title
and interest in the Tekmira Technology or the Patent Rights identified on Schedule 1.73, the
Tekmira Collaboration IP or its interest in Joint Collaboration IP or in the Tekmira IOC
Technology, in a manner that conflicts with the rights granted to Alnylam hereunder;



     9.3.4 There are no (a) claims, judgments or settlements actually made or, to Tekmira’s
knowledge, threatened, against, or amounts with respect thereto owed by, Tekmira or its Affiliates



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relating to the Tekmira Technology or any Patent Rights or Know-How licensed to Alnylam
pursuant to the UBC Sublicense, nor (b) any pending or threatened claims or litigation relating to
the Tekmira Technology or any Patent Rights or Know-How licensed to Alnylam pursuant to the UBC
Sublicense. Tekmira will promptly notify Alnylam in writing should it become aware of any claims
asserting such infringement;




     9.3.5 Tekmira’s obligations under the Collaboration Research Plan and the Manufacturing
Activities will be performed with requisite care, skill and diligence, in accordance with
applicable laws and industry standards, and by individuals who are appropriately trained and
qualified, and at the time of delivery to Alnylam, the Alnylam Royalty Products Manufactured and
supplied by Tekmira under this Agreement (a) will have been Manufactured in accordance with the
master batch records and released in accordance with the Specifications (as such term is defined in
the Supply Agreement) for such Alnylam Royalty Product and cGMP (if applicable), and all other
applicable laws, and (b) will not be adulterated or misbranded under all applicable laws; and



     9.3.6 Prior to the Effective Date Tekmira re-sold all the Shares in a manner consistent with
the terms of the Original Agreement, and pursuant to and in accordance with the Plan of
Distribution and other terms and conditions set forth in the Registration Statement on Form S-3ASR
filed by Alnylam on January 18, 2007, and all other applicable law. During the period from the
Original Effective Date through the Effective Date, Tekmira was and is not an “investment company”
under the U.S. Investment Company Act of 1940, as amended, and during the Agreement Term Tekmira
shall take, all actions necessary to ensure that it is not an “investment company” under the U.S.
Investment Company Act of 1940, as amended.



     9.3.7 As of the Effective Date, (a) Tekmira is not and will not be in default in the
performance or in breach of any of its obligations pursuant to any Transaction Document, (b) no
representation or warranty of Tekmira set forth in any Transaction Document shall have been untrue
when made and (c) Tekmira shall not have committed any fraud or material misstatement or omission
of fact in its dealings with Alnylam pursuant to the Transaction Documents.



     9.3.8 The [**] does not provide that any payments other than milestone and royalty payments
will be owed or would be owed by the [**] to Protiva or its Affiliates with respect to the
development or commercialization of any product due to the coverage of such product by any claims
(whether issued or pending) covering any Restricted Joint Invention.



     9.4 Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR
IN THE OTHER TRANSACTION DOCUMENTS, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTY
OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE OTHER PARTY WITH RESPECT TO ANY
INTELLECTUAL PROPERTY, ROYALTY PRODUCTS, GOODS, THE COLLABORATION, RIGHTS OR OTHER SUBJECT MATTER
OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS AND HEREBY DISCLAIMS ALL IMPLIED CONDITIONS,
REPRESENTATIONS, AND WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OR VALIDITY OF PATENT RIGHTS WITH RESPECT TO
ANY AND ALL OF THE FOREGOING. EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE
DEVELOPMENT, MANUFACTURE OR



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COMMERCIALIZATION OF ANY ROYALTY PRODUCT PURSUANT TO THIS AGREEMENT WILL BE SUCCESSFUL OR THAT
ANY PARTICULAR SALES LEVEL WITH RESPECT TO SUCH ROYALTY PRODUCTS WILL BE ACHIEVED.




     9.5 Indemnification.



     9.5.1 Indemnification by Tekmira. Tekmira shall indemnify, hold harmless, and defend
Alnylam, its Affiliates, and their respective directors, officers, employees, consultants and
agents (“Alnylam Indemnitees”) from and against any and all Third Party claims, suits,
losses, liabilities, damages, costs, fees and expenses (including reasonable legal fees)
(collectively, “Losses”) arising out of or resulting from, directly or indirectly, (a) any
breach of, or inaccuracy in, any representation or warranty made by Tekmira in this Agreement or in
the other Transaction Documents, or any breach or violation of any covenant or agreement of Tekmira
in or pursuant to this Agreement or in the other Transaction Documents, (b) the negligence or
willful misconduct by or of Tekmira, its Affiliates and its and their respective Sublicensees, and
their respective directors, officers, employees, consultants and agents, (c) the Research,
Development, Manufacture or Commercialization of a Tekmira Royalty Product to the extent such
activities are not performed by an Alnylam Indemnitee, or (d) the performance by Tekmira of its
obligations under the Collaboration or the Manufacturing Activities. The indemnification
obligations under this Agreement exclude Losses arising out of Infringement Claims resulting from
Tekmira’s exercise in accordance with the terms of this Agreement of any Intellectual Property
Rights granted by Alnylam to Tekmira or its Affiliates hereunder. Tekmira shall have no obligation
to indemnify the Alnylam Indemnitees to the extent that the Losses arise out of or result from,
directly or indirectly, (i) any breach of, or inaccuracy in, any representation or warranty made by
Alnylam in this Agreement or in the other Transaction Documents, (ii) any breach or violation of
any covenant or agreement of Alnylam in or pursuant to this Agreement or the other Transaction
Documents, or (iii) the negligence or willful misconduct by or of any of the Alnylam Indemnitees or
Alnylam Sublicensees.



     9.5.2 Indemnification by Alnylam. Alnylam shall indemnify, hold harmless, and defend
Tekmira, its Affiliates and their respective directors, officers, employees, consultants and agents
(“Tekmira Indemnitees”) from and against any and all Losses arising out of or resulting
from, directly or indirectly, (a) any breach of, or inaccuracy in, any representation or warranty
made by Alnylam in this Agreement or in the other Transaction Documents, or any breach or violation
of any covenant or agreement of Alnylam in or pursuant to this Agreement or the other Transaction
Documents, (b) the negligence or willful misconduct by or of Alnylam, its Affiliates and its and
their respective Sublicensees, and their respective directors, officers, employees, consultants and
agents, (c) the Research, Development, Manufacture or Commercialization of an Alnylam Royalty
Product to the extent such activities are not performed by a Tekmira Indemnitee, or (d) the
performance by Alnylam of its obligations under the Collaboration. The indemnification obligations
under this Agreement exclude Losses arising out of Infringement Claims resulting from Alnylam’s
exercise in accordance with the terms of this Agreement or the UBC Sublicense Documents of any
Intellectual Property Rights granted by Tekmira to Alnylam or its Affiliates hereunder or
thereunder. Furthermore, Alnylam shall have no obligation to indemnify the Tekmira Indemnitees to
the extent that the Losses arise out of or result from, directly or indirectly, (i) any breach of,
or inaccuracy in, any representation or warranty made by Tekmira in this Agreement or in the other
Transaction Documents, (ii) any breach or violation of any covenant or agreement of Tekmira in or
pursuant to this Agreement or the other Transaction Documents, (iii) the negligence or willful
misconduct by or of any of the Tekmira



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Indemnitees or Tekmira Sublicensees, and/or (iv) the Research, Development or Manufacturing of
an Alnylam Royalty Product to the extent such activities are performed by a Tekmira Indemnitee.




     9.5.3 Indemnification Procedure. In the event of any such claim against any Tekmira
Indemnitee or Alnylam Indemnitee (individually, an “Indemnitee”), the indemnified Party
shall promptly notify the other Party in writing of the claim and the indemnifying Party shall
manage and control, at its sole expense, the defense of the claim and its settlement. The
Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be
represented in any such action or proceeding. The indemnifying Party shall not be liable for any
settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying
Party’s written authorization. Notwithstanding the foregoing, if the indemnifying Party believes
that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in
Sections 9.5.1 or 9.5.2 may apply, the indemnifying Party shall promptly notify the Indemnitees,
which shall then have the right to be represented in any such action or proceeding by separate
counsel at their expense; provided, that the indemnifying Party shall be responsible for
payment of such expenses if the Indemnitees are ultimately determined to be entitled to
indemnification from the indemnifying Party.



     9.6 Limitation of Liability. NEITHER PARTY HERETO WILL BE LIABLE FOR SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE OTHER
TRANSACTION DOCUMENTS OR THE EXERCISE OF ITS RIGHTS HEREUNDER OR THEREUNDER, INCLUDING LOST PROFITS
ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES,
EXCEPT AS A RESULT OF A PARTY’S WILLFUL MISCONDUCT OR A MATERIAL BREACH OF THE CONFIDENTIALITY AND
NON-USE OBLIGATIONS IN ARTICLE 8. NOTHING IN THIS SECTION 9.6 IS INTENDED TO LIMIT OR RESTRICT THE
INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY.



     9.7 Injunctive Relief. Each Party acknowledges the competitive and technical value
and the sensitive and confidential nature of the Confidential Information, and agrees that monetary
damages alone will be inadequate to protect the other Party’s interests against any actual or
threatened material breach of Article 8 of this Agreement. Each Party further acknowledges the
importance of the standstill obligations in Section 12.17 to the other Party’s business and
corporate development, and agrees that monetary damages alone will be inadequate to protect the
other Party’s interests against any actual or threatened material breach of Section 12.17 of this
Agreement. Accordingly, each Party consents to the granting of specific performance and injunctive
or other equitable or other relief to the other Party in respect of any actual or threatened breach
of Article 8 or Section 12.17 of this Agreement, without proof of actual damages. These specific
remedies are in addition to any other remedy to which the Parties may be entitled at law or in
equity.



     9.8 Insurance. Each Party shall secure and maintain in full force and effect
throughout the term of this Agreement (and for at least three (3) years thereafter for claims made
coverage), insurance with coverage and minimum policy limits set forth as follows:



     (a) Alnylam:



     (i) Worker’s Compensation, (to the extent applicable) including coverage for occupational
disease, with benefits determined by statute, and at least [**] of coverage for Employer’s
Liability.



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     (ii) Comprehensive General Liability and Personal/Advertising Injury, including coverage for
contractual liability assumed by such Party and coverage for such Party’s independent
contractor(s), with per occurrence limits of at least [**] each and a general aggregate limit of
[**].



     (iii) Umbrella Liability, exclusive of the coverage provided by the policies listed above,
with a limit per occurrence of at least [**].



     (vi) Products Liability, exclusive of the coverage provided by the Comprehensive General
Liability policy, with an aggregate limit of at least (i) [**] upon the earlier of (x) initiation
of clinical studies of a Royalty Product by such Party or (y) the commencement of Manufacturing of
a Royalty Product by or on behalf of such Party, and (ii) [**] upon the First Commercial Sale of a
Royalty Product by such Party; and



     (b) Tekmira:



     (i) Worker’s Compensation, (to the extent applicable) including coverage for occupational
disease, with benefits determined by statute, and at least [**] of coverage for Employer’s
Liability.



     (ii) Commercial General Liability, including coverage for contractual liability
assumed by such Party and coverage for such Party’s independent contractor(s), with per occurrence
limits of at least [**] each and a general aggregate limit of [**].



     (iii) Umbrella / Excess Liability, exclusive of the coverage provided by the policies listed
above, with a limit per occurrence of at least [**].



     (iv) Products Liability, exclusive of the coverage provided by the Commercial General
Liability policy, with an aggregate limit of at least (i) [**] per claim and [**] on an annual
aggregate basis upon the earlier of (x) initiation of clinical studies of a Royalty Product by such
Party or (y) the commencement of Manufacturing of a Royalty Product by or on behalf of such Party,
and (ii) [**] upon the First Commercial Sale of a Royalty Product by such Party or an amount
mutually agreed to by both Parties.


Each Party shall furnish to the other Party a certificate from an insurance carrier (having a
minimum AM Best rating of A) demonstrating the insurance requirements set forth above. The
insurance certificate shall confirm each of the following: (x) such insurance is primary and
non-contributing to any liability insurance carried by the other Party; and (y) the insured shall
endeavor to provide thirty (30) days prior written notice to the other Party in the event of
cancellation. Provided that Tekmira, acting reasonably, determines it is not prejudicial to its
business interests (and provided that such provision is available from Tekmira’s then-current
insurance underwriter) Tekmira will add Alnylam as an “additional insured” under its Products
Liability Policy at any time during the term of this Agreement (and in any event, Tekmira shall use
commercially reasonable efforts to add Alnylam as an “additional insured” under its Products
Liability Policy before the first commercial sale of any Alnylam Royalty Product). Alnylam agrees
that upon Tekmira adding Alnylam as an “additional






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insured” under its Products Liability Policy, Alnylam will also add Tekmira as an “additional
insured” under its own Products Liability policy.





			
	10.	 	INTELLECTUAL PROPERTY OWNERSHIP, PROTECTION AND RELATED MATTERS





     10.1 Inventorship and Ownership of Collaboration IP. (a) Inventorship for patentable
inventions conceived or reduced to practice during the course of the performance of activities
pursuant to this Agreement shall be determined in accordance with United States patent laws for
determining inventorship.



     (b) The Parties hereby acknowledge and agree that except as otherwise provided in this
Agreement, any Intellectual Property Rights owned by either Party prior to the Original Effective
Date shall remain owned by such Party. Alnylam shall own the entire right, title and interest in
and to all Alnylam Collaboration IP. Subject to clause (c) below, Tekmira shall own the entire
right, title and interest in and to all Tekmira Collaboration IP. The Parties shall jointly own
any Joint Collaboration IP.



     (c) Subject to the grant of license rights between the Parties set forth in this Agreement,
Tekmira agrees to promptly assign its right, title and interest in and to all Tekmira Collaboration
IP to UBC, (i) all in accordance with the terms of the UBC-Tekmira License Agreement and the UBC
Sublicense Documents, and (ii) subject to the grant by UBC of an exclusive license to Tekmira in
the Alnylam Field under the UBC-Tekmira License Agreement, and, subject to Section 6.4(a)(ii), to
the grant by Tekmira of an exclusive license to Alnylam in the Alnylam Field under the UBC
Sublicense Documents.



     10.2 Prosecution and Maintenance of Patent Rights.



     10.2.1 Alnylam Patent Rights and Know-How. Alnylam has the sole responsibility to, at
Alnylam’s discretion, file, prosecute, conduct ex parte and inter partes proceedings (including the
defense of any interference or opposition proceedings) and maintain, in the Territory, all Patent
Rights comprising Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP, in
Alnylam’s name.



     10.2.2 Tekmira Patent Rights and Know-How. Tekmira has the sole responsibility to, at
Tekmira’s discretion, file, prosecute, conduct ex parte and inter partes proceedings, (including
the defense of any interference or opposition proceedings), and maintain, in the Territory, all
Patent Rights comprising Tekmira Technology or Tekmira IOC Technology, in Tekmira’s name, or
Tekmira Collaboration IP, in UBC’s name.



     10.2.3 Joint Collaboration IP. Subject to Tekmira’s continuing right to the prior review of,
comment on, revision to and approval of material documents, which shall not be unreasonably delayed
or withheld, Alnylam has the sole responsibility to, at Alnylam’s discretion, file, conduct ex
parte and inter partes prosecution, and maintain (including the defense of any interference or
opposition proceedings) in the Territory, all Patent Rights comprising Joint Collaboration IP, in
the names of both Tekmira and Alnylam. Each Party shall use Commercially Reasonable Efforts to
make available to Alnylam or its authorized attorneys, agents or representatives, such of its
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reasonable judgment deems necessary in order to assist it in obtaining patent protection for
such Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Efforts to have
signed, all legal documents necessary to file and prosecute patent applications or to obtain or
maintain patents in respect of such Joint Collaboration IP, at no cost to Alnylam.




     10.2.4 Contingent Rights.



     (a) In the event that Alnylam elects not to seek or continue to seek or maintain patent
protection on any Alnylam IOC Technology or Alnylam Collaboration IP which is subject to Tekmira’s
licensed rights under Section 6.1.2(a) or (b), or Joint Collaboration IP, then Tekmira shall have
the right (but not the obligation), at its expense, to file, prosecute and maintain in any country
within the Territory patent protection on such Alnylam IOC Technology or Alnylam Collaboration IP
in the name of Alnylam or on such Joint Collaboration IP in the names of Alnylam and Tekmira. In
the event that Alnylam declines to file, prosecute and/or maintain Valid Claims at Tekmira’s
request in Joint Collaboration IP, then Tekmira shall have the right (but not the obligation) at
its expense, to file, prosecute and maintain in any country within the Territory patent prosecution
on such Joint Collaboration IP in the names of Alnylam and Tekmira.



     (b) In the event that Tekmira elects not to seek or continue to seek or maintain patent
protection on any Tekmira Technology or Tekmira Collaboration IP, which is subject to Alnylam’s
licensed rights under Section 6.1.1(a), then subject to the provisions of the UBC Sublicense
Documents, Alnylam shall have the right (but not the obligation), at its expense, to prosecute and
maintain in any country within the Territory patent protection on such Tekmira Technology in the
name of Tekmira or Tekmira Collaboration IP in the name of UBC.



     (c) The Party having the right to prosecute and maintain patents under Sections 10.2.1, 10.2.2
and 10.2.3 shall be referred to as the “Prosecuting Party”. The Prosecuting Party shall use
Commercially Reasonable Efforts to make available to the other Party or its authorized attorneys,
agents or representatives, such of its employees as are reasonably necessary to assist the other
Party in obtaining and maintaining the patent protection described under this Section 10.2.4. The
Prosecuting Party shall sign or use Commercially Reasonable Efforts to have signed all legal
documents necessary to file and prosecute such patent applications or to obtain or maintain such
patents.



     10.2.5 Cooperation. Each Party hereby agrees: (a) to make its employees, agents and
consultants reasonably available to the other Party (or to the other Party’s authorized attorneys,
agents or representatives), to the extent reasonably necessary to enable such Party to undertake
patent prosecution; (b) to provide the other Party with copies of all material correspondence
pertaining to prosecution with the patent offices; (c) to cooperate, if necessary and appropriate,
with the other Party in gaining patent term extensions wherever applicable to Patent Rights; and
(d) to endeavor in good faith to coordinate its efforts with the other Party to minimize or avoid
interference with the prosecution and maintenance of the other Party’s patent applications.



     10.2.6 Patent Expenses. The patent filing, prosecution and maintenance expenses incurred
after the Original Effective Date with respect to Patent Rights comprised of Alnylam Core Patent
Rights, Alnylam IOC Technology, Alnylam Lipidoid Patent Rights, Tekmira Technology, Tekmira IOC
Technology and Collaboration IP shall be borne by each Party having the right to file, prosecute
and maintain such Patent Rights under this Section 10.2.



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     10.3 Third Party Infringement.



     10.3.1 Notices. Each Party shall promptly report in writing to the other Party during the
Agreement Term (a) any known or suspected infringement of any Alnylam RNAi Technology, Alnylam IOC
Technology, Tekmira Technology, Tekmira IOC Technology or Collaboration IP with respect to a
Royalty Product, or (b) unauthorized use or misappropriation of any Confidential Information by a
Third Party of which it becomes aware, and shall provide the other Party with all available
evidence supporting such infringement, or unauthorized use or misappropriation



     10.3.2 Rights to Enforce.



          (a) Subject to the provisions of any Tekmira In-License and the provisions of the UBC
Sublicense Documents, in respect of the Alnylam Royalty Products in the Alnylam Field in the
Territory, Alnylam shall have the sole and exclusive right to initiate an infringement or other
appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is
suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How,
comprising any of the Exclusively Licensed Tekmira IP, with respect to such Alnylam Royalty
Products.



          (b) Tekmira shall have the sole and exclusive right to initiate an infringement or other
appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is
suspected of infringing, any Patent Rights, or of using without proper authorization, any Know-How,
comprising any Non-Exclusively Licensed Tekmira IP other than any Patent Rights or Know-How
comprising Joint Collaboration IP.



          (c) Alnylam shall have the sole and exclusive right to initiate an infringement or other
appropriate suit anywhere in the world against any Third Party who at any time has infringed, or is
suspected of infringing, any Patent Rights, or of using without proper authorization any Know-How,
comprising Alnylam RNAi Technology, Alnylam IOC Technology or Alnylam Collaboration IP;
provided, that if Alnylam fails to initiate a suit or take other appropriate action with
respect to Alnylam IOC Technology in the United States with respect to an IOC Product that it has
the initial right to initiate or take pursuant thereto within ninety (90) days after becoming aware
of the basis for such suit or action, then Tekmira may, in its discretion, provide Alnylam with
written notice of Tekmira’s intent to initiate a suit or take other appropriate action with respect
to such IOC Product. If Tekmira provides such notice and Alnylam fails to initiate a suit or take
such other appropriate action within thirty (30) days after receipt of such notice from Tekmira,
then Tekmira shall have the right to initiate a suit or take other appropriate action that it
believes is reasonably required to protect its licensed interests under the Alnylam IOC Technology
and Alnylam Collaboration IP with respect to such IOC Product.



          (d) Alnylam shall have the first right to initiate an infringement or other appropriate suit
anywhere in the world against any Third Party who at any time has infringed, or is suspected of
infringing, any Patent Rights, or of using without proper authorization any Know-How, comprising
Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP; provided, that if
Alnylam fails to initiate a suit or take other appropriate action with respect to such Joint
Collaboration IP in the Territory within ninety (90) days after becoming aware of the basis for
such suit or action, then Tekmira may, in its discretion, provide Alnylam with written notice of
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suit or take other appropriate action with respect to such Joint Collaboration IP. If Tekmira
provides such notice and Alnylam fails to initiate a suit or take such other appropriate action
within thirty (30) days after receipt of such notice from Tekmira, then Tekmira shall have the
right to initiate a suit or take other appropriate action that it believes is reasonably required
to protect its licensed interests under such Joint Collaboration IP.




     10.3.3 Procedures; Expenses and Recoveries. The Party having the right to initiate any
infringement suit pursuant to Section 10.3.2 above shall have the sole and exclusive right to
select counsel for any such suit, and shall pay all expenses of the suit, including legal fees and
court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering
assistance requested by the initiating Party. If required under applicable law in order for the
initiating Party to initiate and/or maintain such suit, or if the initiating Party is unable to
initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an
effective legal remedy, in each case, the other Party shall join as a party to the suit and will
execute and cause its Affiliates to execute all documents necessary for the initiating Party to
initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s
request, the other Party shall provide reasonable assistance to the initiating Party in connection
with an infringement suit at no charge to the initiating Party except for reimbursement by the
initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The
other Party shall have the right to participate and be represented in any such suit by its own
counsel at its own expense, and to share equally all expenses of such suit if it so elects. If the
Parties obtain from a Third Party, in connection with such suit, any damages, license fees,
royalties or other compensation (including any amount received in settlement of such litigation),
such amounts shall be allocated in all cases, first to reimburse each Party for all expenses of the
suit, including legal fees and disbursements, court costs and other litigation expenses; with the
balance being allocated as follows:



     (i) in the case of amounts received in respect of an infringement of Exclusively Licensed
Tekmira IP in a suit brought by Alnylam pursuant to Section 10.3.2(a) with respect to an Alnylam
Royalty Product, such amount remaining after deduction of expenses as set forth above shall be
treated as if it were Net Sales of such Alnylam Royalty Product, with Tekmira receiving a royalty
on such remaining amount pursuant to the terms of Section 7.3.1; and the balance being retained by
Alnylam; or



     (ii) in the case of amounts received in respect of an infringement suit brought by Tekmira
pursuant to Section 10.3.2(b), the entire such amount remaining after deduction of expenses as set
forth above shall be retained by Tekmira; or



     (iii) in the case of amounts received in respect of an infringement of Alnylam RNAi
Technology, Alnylam IOC Technology or Alnylam Collaboration IP in a suit brought by Alnylam
pursuant to Section 10.3.2(c), such amount remaining after deduction of expenses as set forth above
shall be retained by Alnylam; or



     (iv) in the case of amounts received in respect of an infringement suit brought by Tekmira
pursuant to the proviso in Section 10.3.2(c) with respect to an IOC Product, such amount remaining
after deduction of expenses as set forth above shall be treated as if it were Net Sales of such IOC
Product, with Alnylam receiving a royalty on such remaining amount pursuant to the terms of Section
7.3.2; and the balance being retained by Tekmira; or



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     (v) in the case of amounts received in respect of an infringement suit brought by either Party
with respect to Joint Collaboration IP that is Non-Exclusively Licensed Tekmira IP pursuant to
Section 10.3.2(d), the entire such amount remaining after deduction of expenses as set forth above
shall be paid to the Party conducting the litigation, or shared equally if both Parties
participated voluntarily throughout the litigation and shared its expenses.



     10.4 Claimed Infringement.



     10.4.1 Notice. In the event that a Third Party at any time provides written notice of a claim
to, or brings an action, suit or proceeding against, any Party or any of their respective
Affiliates or Sublicensees, claiming infringement of its patent rights or unauthorized use or
misappropriation of its know-how, based upon an assertion or claim arising out of the use of the
Intellectual Property Rights of the other Party that is licensed or assigned under this Agreement
in the Research, Development, Manufacture or Commercialization of a Royalty Product in the
Territory and in (a) the Alnylam Field, in the case of Alnylam Royalty Products and Tekmira
Development Products or (b) the Tekmira IOC Field, in the case of Tekmira IOC Products
(“Infringement Claim”), such Party shall promptly notify the other Party of the claim or
the commencement of such action, suit or proceeding, enclosing a copy of the claim and all papers
served.



     10.4.2 Responsibility.



     (a) Alnylam Royalty Products. Any Infringement Claim brought against either Party or its
Affiliates or Sublicensees arising out of the Research, Development, Manufacture or
Commercialization of any Alnylam Royalty Product in the Alnylam Field in the Territory, shall be
defended by Alnylam if it so desires. Tekmira agrees to make reasonably available to Alnylam its
advice and counsel regarding the technical merits of any such claim and to offer reasonable
assistance to Alnylam at no cost to Alnylam.



     (b) Tekmira Royalty Products. Any Infringement Claim brought against either Party or its
Affiliates or Sublicensees arising out of the Research, Development, Manufacture or
Commercialization of any Tekmira Royalty Product in the Territory and in (a) the Alnylam Field, in
the case of Tekmira Development Products or (b) the Tekmira IOC Field, in the case of Tekmira IOC
Products, shall be defended by Tekmira if it so desires. All liabilities, damages, costs and
expenses arising out of such Infringement Claims shall be borne by Tekmira.



     10.4.3 Procedure. The Party with responsibility for the Infringement Claim under Section
10.4.2 (the “Responsible Party”) shall have the sole and exclusive right to select counsel
for any Infringement Claim; provided, that it shall consult with the other Party with
respect to selection of counsel for such defense. The Responsible Party shall keep the other
Party informed, and shall from time to time consult with such other Party regarding the status of
any such claims and shall provide such other Party with copies of all documents filed in, and all
written communications relating to, any suit brought in connection with such claims. The other
Party shall also have the right to participate and be represented in any such claim or related
suit, at its own expense. The other Party shall have the sole and exclusive right to control the
defense of an Infringement Claim in the event the Responsible Party fails to exercise its right to
assume such defense within thirty (30) days following written notice of such Infringement Claim. No
Party shall settle any claims or suits involving rights of another Party without obtaining the
prior written consent of such other Party, which consent shall not be unreasonably withheld.



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     10.4.4 Limitations. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE FOREGOING
STATES THE ENTIRE RESPONSIBILITY OF ALNYLAM AND TEKMIRA, AND THE SOLE AND EXCLUSIVE REMEDY OF
ALNYLAM OR TEKMIRA, AS THE CASE MAY BE, IN THE CASE OF ANY CLAIMED INFRINGEMENT OF ANY THIRD PARTY
PATENT RIGHTS OR UNAUTHORIZED USE OR MISAPPROPRIATION OF ANY THIRD PARTY’S KNOW-HOW.



     10.5 Other Infringement Resolutions. In the event of a dispute or potential dispute
that has not ripened into a demand, claim or suit of the types described in Sections 10.3 and 10.4
of this Agreement (e.g., actions seeking declaratory judgments and revocation proceedings), the
same principles governing control of the resolution of the dispute, consent to settlements of the
dispute, and implementation of the settlement of the dispute (including the sharing in and
allocation of the payment or receipt of damages, license fees, royalties and other compensation)
shall apply.



     10.6 Product Trademarks. Alnylam shall own the Product Trademarks for Alnylam Royalty
Products and shall be solely responsible for filing and maintaining such Product Trademarks in the
Territory (including payment of costs associated therewith), Alnylam shall assume full
responsibility, at its sole cost and expense, for any infringement of a Product Trademark for an
Alnylam Royalty Product by a Third Party and for any claims of infringement of the rights of a
Third Party by the use of a Product Trademark in connection with such Alnylam Royalty Product.
Tekmira shall own the Product Trademarks for Tekmira Royalty Products and shall be solely
responsible for filing and maintaining such Product Trademarks in the Territory (including payment
of costs associated therewith). Tekmira shall assume full responsibility, at its sole cost and
expense, for any infringement of a Product Trademark for a Tekmira Royalty Product by a Third Party
and for any claims of infringement of the rights of a Third Party by the use of a Product Trademark
in connection with such Tekmira Royalty Product.



     10.7 Patent Term Extensions. The Parties shall use reasonable efforts to obtain all
available supplementary protection certificates (“SPC”) and other extensions of Patent
Rights (including those available under the Hatch-Waxman Act). Each Party shall execute such
authorizations and other documents and take such other actions as may be reasonably requested by
the other Party to obtain such extensions. The Parties shall cooperate with each other in gaining
patent term restorations, extensions and/or SPCs wherever applicable to Patent Rights. The Party
first eligible to seek patent term restoration or extension of any such Patent Rights or any SPC
related thereto shall have the right to do so; provided, that if in any country the first
Party has an option to extend the patent term for only one of several patents, the first Party
shall consult with the other Party before making the election. If more than one patent is eligible
for extension or patent term restoration, the Parties shall agree upon a strategy that shall
maximize patent protection and commercial value for Royalty Products, as the case may be. All
filings for such extensions and certificates shall be made by the Party to whom responsibility for
prosecution and maintenance of the Patent Rights is assigned, provided, that in the event
that the Party to whom such responsibility is assigned elects not to file for an extension or SPC,
such Party shall (a) inform the other Party of its intention not to file and (b) grant the other
Party the right to file for such extension or SPC in the patentee’s name and such Party shall
provide all necessary assistance in connection therewith.



     10.8 Patent Certification. To the extent required by law or permitted by law, the
Parties shall use Commercially Reasonable Efforts to maintain with the applicable Regulatory
Authorities



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during the Agreement Term correct and complete listings of applicable Patent Rights for
Royalty Products, as the case may be, being commercialized, including all so called “Orange Book”
listings required under the Hatch-Waxman Act.



11. TERM AND TERMINATION




     11.1 Effective Date; Agreement Term and Expiration. The “Effective Date” shall be the
date upon which this Agreement and the Protiva License Agreement are released from escrow and
delivered to the appropriate parties in accordance with the terms of the Escrow Agreement. Unless
and until the foregoing condition is met, the Original Agreement shall remain in full force and
effect and the terms and conditions of the Original Agreement shall govern the Parties without any
regard being given to this Agreement or its terms and conditions. On the date upon which the
foregoing condition is met (the “Condition Satisfaction Date”), this Agreement will
supersede and replace the Original Agreement and this Agreement shall continue until terminated
pursuant to Section 11.2. (“Agreement Term”).



     11.2 Termination for Cause.



     11.2.1 Cause for Termination. This Agreement may be terminated at any time during the
Agreement Term:



     (a) upon written notice by either Party (the “Non-Breaching Party”) if the other Party
(the “Breaching Party”) is in breach of any of its material obligations under this
Agreement, in any case by causes and reasons within the Breaching Party’s control and, if the
breach is capable of being cured, the Breaching Party has not cured such breach within ninety (90)
days after receiving such notice, which notice shall set out the requirements to cure such breach;
provided, however, in the event of a good faith Dispute with respect to the
existence of a material breach that is capable of being cured, the ninety (90) day cure period
shall be tolled until such time as the Dispute is resolved pursuant to Section 12.6 hereof; or



     (b) upon written notice by the Non-Breaching Party if the Breaching Party is in breach of any
of its material obligations under any Transaction Document to which it is a party (other than the
Supply Agreement or any Quality Agreement), in any case by causes and reasons within the Breaching
Party’s control, and if the breach is capable of being cured, the Breaching Party has not cured
such breach within the period provided for cure under the applicable Transaction Document or, if
greater, ninety (90) days after receiving such notice; provided, that (x) if the breach is
capable of being cured, the written notice of breach provided by the Non-Breaching Party shall set
out the requirements to cure such breach and the applicable cure period, and (y) in the event of a
good faith dispute with respect to the existence of a material breach if the breach is capable of
being cured, the applicable cure period shall be tolled until such time as the dispute is resolved
pursuant to the dispute resolution provisions of the applicable Transaction Document, or in the
absence of any dispute resolution provisions in the applicable Transaction Document, Section 12.6
hereof; or



     (c) by either Party upon the filing or institution of bankruptcy, reorganization, liquidation
or receivership proceedings, or upon an assignment of a substantial portion of the assets for the
benefit of creditors by the other Party; provided, however, that in the event of
any involuntary bankruptcy or receivership proceeding such right to terminate shall only become
effective if the Party consents to the



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involuntary bankruptcy or receivership or such proceeding is not dismissed within thirty (30)
days after the filing thereof.




     11.2.2 Effect of Termination for Cause. Notwithstanding the foregoing, if the material
breach has, or is reasonably likely to have, a material adverse effect only on the Research,
Development, Manufacture or Commercialization of a Royalty Product in a Region or Regions, then
this Agreement shall not terminate with respect to such Royalty Product in the Territory outside of
such Region(s); provided, that with respect to such Royalty Product in such Region(s):



     (a) except to the extent such licenses are necessary for the Breaching Party to perform its
obligations under clause (c) below, the licenses granted to the Breaching Party under this
Agreement with respect to the Research, Development, Manufacture and Commercialization of such
Royalty Product in such Region(s) shall terminate; and



     (b) subject to the Breaching Party’s obligations under the In-Licenses, if the Breaching Party
is



          (i) Alnylam with respect to a Tekmira Development Product, the license granted to Tekmira in
Section 6.1.2(a)(i) shall be converted into royalty-free, perpetual license;



          (ii) Alnylam with respect to an IOC Product, the license granted to Tekmira in Section
6.1.2(b) shall be converted into a royalty-free, perpetual license; or



          (iii) Tekmira with respect to an Alnylam Royalty Product, the licenses granted to Alnylam in
Sections 6.1.1(a) and (b) shall be converted into a royalty-free, perpetual license and the
milestone obligations with respect to such Alnylam Royalty Product shall also terminate;


provided, however, that to the extent (x) such license in clauses (i), (ii) or
(iii) includes a sublicense under Necessary Third Party IP, including without limitation the
In-Licenses, the non-Breaching Party shall be fully responsible for all royalties, milestones or
other payments under such license of Necessary Third Party IP reasonably allocable to such Royalty
Product in such Region(s) or (y) Tekmira is the Breaching Party and the applicable Alnylam Royalty
Product is Covered by Intellectual Property Rights sublicensed to Alnylam by Tekmira pursuant to
the UBC Sublicense Documents, Alnylam shall be fully responsible for all royalties and sublicense
revenue payable by Tekmira to UBC in respect of such sublicensed Intellectual Property Rights under
the Tekmira-UBC License Agreement after the effective date of clause (iii) above subject to
Alnylam’s right to offset such payments pursuant to Section 7.4.3;




     (c) in the event that Tekmira is the Breaching Party with respect to an Alnylam Royalty
Product and is Manufacturing and supplying such Alnylam Royalty Product pursuant to Section 5.1,
Tekmira shall have the obligation, if requested by Alnylam, to continue to Manufacture and supply
such Alnylam Royalty Product for such Region(s) for a period of up to eighteen (18) months after
the effective date of termination on the same terms thereunder, the Supply Agreement and the
applicable Quality Agreement.


For purposes of this Article 11, “Region” shall mean any of the following regions in the
Territory: (i) [**].



Moreover, any breach of the restrictions in Section 6.1.2(b) which Tekmira fails to cure pursuant
to Section 11.2.1 shall result in the termination of Tekmira’s license under such Section to the
Alnylam Data, but it shall not, by itself, result in the termination of any other licenses to
Tekmira under this






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Agreement unless Alnylam meets the burden of demonstrating that such breach has had or is
reasonably likely to have a material adverse effect on the benefits, taken as a whole, that Alnylam
reasonably anticipates it will obtain from this Agreement and the Protiva License Agreement and the
activities and grants contemplated under such agreements.




     11.3 Termination upon Bankruptcy of a Party. If this Agreement is terminated by
either Party (the “Non-Bankrupt Party”) pursuant to Section 11.2.1(c) due to the rejection
of this Agreement by or on behalf of the other Party (the “Bankrupt Party”) under Section
365 of the United States Bankruptcy Code (the “Code”), all licenses and rights to licenses
granted under or pursuant to this Agreement by the Bankrupt Party to the Non-Bankrupt Party are,
and shall otherwise be deemed to be, for purposes of Section 365(n) of the Code, licenses of rights
to “intellectual property” as defined under Section 101(35A) of the Code. The Parties agree that
the Non-Bankrupt Party, as a licensee of such rights under this Agreement, shall retain and may
fully exercise all of its rights and elections under the Code, and that upon commencement of a
bankruptcy proceeding by or against the Bankrupt Party under the Code, the Non-Bankrupt Party shall
be entitled to a complete duplicate of, or complete access to (as the Non-Bankrupt Party deems
appropriate), any such intellectual property and all embodiments of such intellectual property.
Such intellectual property and all embodiments thereof shall be promptly delivered to the
Non-Bankrupt Party (a) upon any such commencement of a bankruptcy proceeding upon written request
therefor by the Non-Bankrupt Party, unless the Bankrupt Party elects to continue to perform all of
its obligations under this Agreement or (b) if not delivered under (a) above, upon the rejection of
this Agreement by or on behalf of the Bankrupt Party upon written request therefor by the
Non-Bankrupt Party. The foregoing provisions are without prejudice to any rights the Non-Bankrupt
Party may have arising under the Code or other applicable law.



     11.4 Termination upon a Change of Control. Upon Tekmira (a) receiving or otherwise
becoming aware of a proposal or intention by a Third Party to take any action, whether directly or
indirectly, including without limitation a non-binding letter of intent, that could lead to a
Change of Control, (b) Tekmira planning to solicit or soliciting offers relating to its or
Protiva’s voting securities or assets that could lead to a Change of Control, or (c) any Change of
Control, Tekmira shall provide prompt written notice thereof to Alnylam. In the event of a Change
of Control Alnylam may elect, upon prior written notice to Tekmira, to terminate any or all of the
following: (i) the Collaboration, (ii) all Manufacturing Activities, the Supply Agreement and/or
any Quality Agreements, (iii) Section 12.17 and/or (v) Alnylam’s license grants to Tekmira under
the Alnylam Lipidoid Patent Rights; provided, however, that subject to the terms
and conditions of the MIT License Agreement, to the extent that a Tekmira Development Product is
Covered by a Valid Claim of an Alnylam Lipidoid Patent Right and is also comprised of a Library
Component (as defined in the MIT License Agreement) on the effective date of termination, such
license grant shall survive, but only with respect to such Tekmira Development Product and such
Library Component.



     11.5 Termination upon an Invalidity Challenge.



     (a) Invalidity Challenge by Alnylam. If Alnylam or its Related Party asserts in any court or
other governmental agency of competent jurisdiction that a Tekmira Patent Right or a Patent Right
Controlled by Tekmira by virtue of the Tekmira-UBC License Agreement and sublicensed to Alnylam
pursuant to the UBC Sublicense (in either case, an “Tekmira Patent”) is invalid,
unenforceable, or that no issued Valid Claim embodied in such Tekmira Patent excludes a Third Party
from making, having made, using, selling, offering for sale, importing or having imported an
Alnylam Royalty Product in




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such jurisdiction, then Tekmira shall be entitled, upon written notice to Alnylam, to
terminate all licenses granted to Alnylam for such Alnylam Royalty Product(s) covered by such
Tekmira Patent that is under challenge in the applicable jurisdiction; provided
however, that Tekmira shall not terminate such license if within thirty (30) days of
Alnylam’s receipt of Tekmira’s notification hereunder, Alnylam has:




          (i) confirmed by written notice to Tekmira that Alnylam no longer intends to challenge the
validity or enforceability of such Tekmira Patent; or



          (ii) provided to Tekmira documentation to confirm Alnylam’s withdrawal of its filing,
submission, or other process commenced in any court or other governmental agency of competent
jurisdiction to challenge the validity or enforceability of any such Tekmira Patent.



     (b) Invalidity Challenge by Tekmira. If Tekmira or its Related Party asserts in any court or
other governmental agency of competent jurisdiction that any Patent Right comprising Alnylam RNAi
Patent Rights, Alnylam Lipidoid Patent Rights, Alnylam IOC Technology or Alnylam Core Patent Rights
is invalid, unenforceable, or that no issued Valid Claim embodied in such Patent Right excludes a
Third Party from making, having made, using, selling, offering for sale, importing or having
imported a Tekmira Royalty Product in such jurisdiction, then Alnylam shall be entitled, upon
written notice to Tekmira, to terminate all licenses granted to Tekmira for such Tekmira Royalty
Product(s) covered by the Alnylam RNAi Patent Rights, Alnylam Lipidoid Patent Rights, Alnylam IOC
Technology or Alnylam Core Patent Rights under challenge in the applicable jurisdiction;
provided, however, that Alnylam shall not terminate such license if within thirty
(30) days of Tekmira’s receipt of Alnylam’s notification hereunder, Tekmira has:



          (i) confirmed by written notice to Alnylam that Tekmira no longer intends to challenge the
validity or enforceability or any Patent Right under the Alnylam RNAi Patent Rights, Alnylam
Lipidoid Patent Rights, Alnylam IOC Technology or Alnylam Core Patent Rights; or



          (ii) provided to Alnylam, documentation to confirm Tekmira’s withdrawal of its filing,
submission, or other process commenced in any court or other governmental agency of competent
jurisdiction to challenge the validity or enforceability of any Patent Right under the Alnylam RNAi
Patent Rights, Alnylam Lipidoid Patent Rights, Alnylam IOC Technology or Alnylam Core Patent
Rights.



     11.6 Termination of Exclusive Manufacturing Obligations. Alnylam shall have the right
to terminate the Manufacturing Activities, the Supply Agreement and any Quality Agreement in the
event of a breach by Tekmira of any of its material obligations under Article 5, the Supply
Agreement or any Quality Agreement, in any case by causes and reasons within Tekmira’s control,
upon written notice to Tekmira setting out the requirements to cure, and if the breach is capable
of being cured, Tekmira has not cured such breach within ninety (90) days after receiving such
notice; provided, however, that in the event of a good faith Dispute with respect
to the existence of a material breach that is capable of being cured, the ninety (90) day cure
period shall be tolled until such time as the Dispute is resolved pursuant to Section 12.6 hereof.



     11.7 Effect of Expiration or Termination; Survival. Expiration or termination of this
Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or
termination. Any expiration or termination of this Agreement shall be without prejudice to the
rights of either Party against the other accrued or accruing under this Agreement prior to
expiration or


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termination, including without limitation the obligation to pay royalties sold prior to such
expiration or termination. The provisions of Articles 1, 8, 9, and 12 and Sections 3.3 (third and
fourth sentences only), 3.4, 3.6, 3.7.3, 3.7.4, 5.4, 6.1.2(b), 6.2.6, 6.3, 6.6, 7.6, 7.7, 7.8(b),
10.1, 10.2.3, 10.4.2, 10.4.3, 10.4.4, 10.5 (to the extent relevant to a demand, claim or suit of
the type described in Section 10.4), 10.6, 11.2.2, 11.3, and 11.7 shall survive any expiration or
termination of this Agreement; provided, however, that if this Agreement is
terminated pursuant to Section 11.2.1 and the Breaching Party or the Bankrupt Party is (a) Tekmira
or its Affiliate, then Sections 6.1.2(b) and 12.17 shall terminate or (b) Alnylam, then Section
6.9 shall terminate. Except as set forth in this Article 11, upon termination or expiration of
this Agreement all other rights and obligations cease.




12. MISCELLANEOUS




     12.1 Force Majeure. Neither Party shall be held liable to the other Party nor be
deemed to have defaulted under or breached this Agreement for failure or delay in performing any
obligation under this Agreement to the extent that such failure or delay is caused by or results
from causes beyond the reasonable control of the affected Party, potentially including without
limitation embargoes, war, acts of war (whether war be declared or not), insurrections, riots,
civil commotions, strikes, lockouts or other labor disturbances, fire, floods, or other acts of
God, or acts, omissions or delays in acting by any governmental authority or the other Party. The
affected Party shall notify the other Party of such force majeure circumstances as soon as
reasonably practical, and shall promptly undertake all reasonable efforts necessary to cure such
force majeure circumstances.



     12.2 Assignment. This Agreement may not be assigned or otherwise transferred, nor may
any right or obligation hereunder be assigned or transferred, by either Party by operation of law
or otherwise, without the prior written consent of the other Party; provided,
however, that subject to Section 11.4, either Party may, without the other Party’s consent,
assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate
or, to a party that acquires, by merger, sale of assets or otherwise, all or substantially all of
the business of such Party to which the subject matter of this Agreement relates. Notwithstanding
the foregoing, Tekmira may not assign (a) this Agreement or its rights and obligations hereunder to
Protiva without Alnylam’s prior written consent, except that Tekmira may, upon prior written notice
to Alnylam, transfer its rights and obligations with respect to any Tekmira Development Target and
any Tekmira Development Products to Protiva; provided that, (i) any such transfer shall be
subject in all respects to the [**] Restriction and the terms of Section 3.7, (ii) Protiva is and
remains a wholly-owned subsidiary of Tekmira, (iii) Protiva agrees in writing to perform all of
Tekmira’s obligations with respect to such Tekmira Development Target(s) and Tekmira Development
Product(s) and (iv) Tekmira guarantees in writing the performance of Protiva’s obligations to
Alnylam with respect to such Tekmira Development Target(s) and Tekmira Development Product(s); or
(b) its rights under this Agreement to perform the Collaboration or to perform Manufacturing
Activities to any Tekmira Affiliate of which [**] or more of the outstanding voting securities are
owned, controlled or held by a Significant Pharmaceutical Company or by any investment entity
affiliated with any such Significant Pharmaceutical Company. The above notwithstanding: (i)
Tekmira agrees not to assign or transfer this Agreement to any Third Party who is not also the
assignee or transferee of all ownership rights in the Tekmira Technology or otherwise in a manner
that would be inconsistent with Alnylam’s rights under this Agreement; and (ii) Alnylam agrees not
to assign this Agreement to any Third Party who is not also the assignee or transferee of all
ownership rights in the Alnylam Core Patent Rights or otherwise in a manner that would be
inconsistent with Protiva’s rights under this Agreement. Any attempted assignment not in
accordance


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with this Section 12.2 shall be void. The assigning Party shall remain responsible for the
performance by its assignee of this Agreement or any obligations hereunder so assigned to such
assignee. Alnylam agrees to notify Tekmira in the event that all or a part of this Agreement is
assigned to an Affiliate of Alnylam, which assignment may result in payments from such Affiliate to
the Tekmira under the agreement; provided, however, that the failure to provide
such notice shall not constitute a material breach of this Agreement.




     12.3 Severability. If any one or more of the provisions contained in this Agreement
is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired thereby,
unless the absence of the invalidated provision(s) adversely affects the substantive rights of the
Parties. The Parties shall in such an instance use their best efforts to replace the invalid,
illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar
as practical, implement the purposes of this Agreement.



     12.4 Notices. All notices which are required or permitted hereunder shall be in
writing and sufficient if delivered personally, sent by facsimile (and promptly confirmed by
personal delivery, registered or certified mail or overnight courier), sent by
nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows:



	 	 	 	 	 

	 

	 	If to Alnylam, to:
	 	ALNYLAM PHARMACEUTICALS, INC.

300 Third Street

Cambridge, MA 02142

Attention: Chief Executive Officer

Facsimile No.: (617) 551-8101
	 
	 	 	 	 
	 

	 	and:
	 	FABER DAEUFER & ROSENBERG PC

950 Winter Street, Suite 4500

Waltham, MA 02451

Attention: Sumy Daeufer

Facsimile No.: 781-795-4747
	 
	 	 	 	 
	 

	 	If to Tekmira, to:
	 	TEKMIRA PHARMACEUTICALS CORPORATION

#200 — 8900 Glenlyon Parkway

Burnaby, B.C.

Canada V5J 5J8

Attention: President and C.E.O

Facsimile No.: (604) 419-3201
	 
	 	 	 	 
	 

	 	and:
	 	LANG MICHENER LLP

1500-1055 West Georgia Street

Vancouver, British Columbia

Attention: Leo Raffin

Facsimile No.: (604) 893-2356





or to such other address as the Party to whom notice is to be given may have furnished to the other
Party in writing in accordance herewith. Any such notice shall be deemed to have been given: (a)



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when delivered if personally delivered or sent by facsimile on a Business day (or if delivered or
sent on a non-Business Day, then on the next Business day); (b) on receipt if sent by
nationally-recognized overnight courier; and/or (c) on receipt if sent by mail.




     12.5 Applicable Law. The Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, U.S.A; provided that (i) matters of intellectual
property law concerning the existence, validity, ownership, infringement or enforcement of
intellectual property shall be determined in accordance with the national intellectual property
laws relevant to the intellectual property in question, and (ii) the application of the 1980 United
Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this
Agreement.



     12.6 Dispute Resolution.



     12.6.1 Disputes. The Parties shall negotiate in good faith and use reasonable efforts to
settle any dispute, controversy or claim arising from, or related to, this Agreement or to the
breach hereof (collectively, “Dispute”). In the event that the Chief Executive Officers
cannot reach an agreement regarding a Dispute within thirty (30) days after submission to them for
resolution, the provisions of Section 4.4(a) do not apply, and a Party wishes to pursue the matter,
each such Dispute that is not an “Excluded Claim” shall be finally resolved by binding arbitration
in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex
Disputes of the American Arbitration Association (“AAA”) and Section 12.6.2 below, and
judgment on the arbitration award may be entered in any court having jurisdiction thereof. As used
in this Section 12.6, the term “Excluded Claim” shall mean a dispute that concerns (a) the
validity or infringement of a patent, trademark or copyright, or (b) any antitrust, anti-monopoly
or competition law or regulation, whether or not statutory.



     12.6.2 Arbitration. The arbitration shall be conducted by a panel of three (3) persons
experienced in the pharmaceutical business who are independent of both Parties and neutral with
respect to the Dispute presented for arbitration. Within thirty (30) days after initiation of
arbitration, each Party shall select one person to act as arbitrator and the two Party-selected
arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the
arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the
third arbitrator shall be appointed by the AAA. The place of arbitration shall be Chicago,
Illinois, USA, and all proceedings and communications shall be in English.



     Either Party may apply to the arbitrators for interim injunctive relief until the arbitration
award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving
any remedy under this Agreement, seek from any court having jurisdiction any injunctive or
provisional relief necessary to protect the rights or property of that Party pending the
arbitration award. The arbitrators shall have no authority to award punitive or any other type of
damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and
expenses and attorneys’ fees, and the Party that does not prevail in the arbitration proceeding
shall pay the arbitrators’ and any administrative fees of arbitration. Except to the extent
necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may
disclose the existence, content, or results of an arbitration without the prior written consent of
both Parties. In no event shall an arbitration be initiated after the date when commencement of a
legal or equitable proceeding based on the Dispute, controversy or claim would be barred by the
applicable Massachusetts statute of limitations.


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     (a) The Parties agree that, in the event of a Dispute over the nature or quality of
performance under this Agreement, neither Party may terminate this Agreement until final resolution
of the Dispute through arbitration or other judicial determination. The Parties further agree that
any payments made pursuant to this Agreement pending resolution of the Dispute shall be refunded
promptly if an arbitrator or court determines that such payments are not due.



     (b) The Parties hereby agree that any disputed performance or suspended performances pending
the resolution of the arbitration that the arbitrator determines to be required to be performed by
a Party must be completed within a reasonable time period following the final decision of the
arbitrator.



     (c) The Parties hereby agree that any monetary payment to be made by a Party pursuant to a
decision of the arbitrator shall be made in United States dollars, free of any tax or other
deduction. The Parties further agree that the decision of the arbitrator shall be the sole,
exclusive and binding remedy between them regarding determination of the matters presented to the
arbitrator.



     12.7 Entire Agreement; Amendments. This Agreement, together with the other
Transaction Documents, contain the entire understanding of the Parties with respect to the subject
matter hereof and licenses granted hereunder. All express or implied agreements and
understandings, either oral or written, with regard to the subject matter hereof and the licenses
granted hereunder, including without limitation, the Original INEX Agreements, are superseded by
the terms of this Agreement and the other Transaction Documents. This Agreement (including the
Schedules hereto) and the other Transaction Documents may be amended, or any term hereof modified,
only by a written instrument duly executed by authorized representatives of both Parties hereto.



     12.8 Headings. The captions to the Articles and Sections hereof are not a part of
this Agreement, but are merely for convenience to assist in locating and reading the several
Articles and Sections hereof.



     12.9 Independent Contractors. It is expressly agreed that Alnylam and Tekmira shall
be independent contractors and that the relationship between Alnylam and Tekmira shall not
constitute a partnership, joint venture or agency. Neither Party shall have the authority to make
any statements, representations or commitments of any kind, or to take any action, which shall be
binding on the other Party, without the prior written consent of such other Party.



     12.10 Waiver. The waiver by either Party hereto of any right hereunder, or of the
failure of the other Party to perform, or of a breach by the other Party, shall not be deemed a
waiver of any other right hereunder or of any other breach or failure by such other Party, whether
of a similar nature or otherwise.



     12.11 Cumulative Remedies. No remedy referred to in this Agreement is intended to be
exclusive, but each shall be cumulative and in addition to any other remedy referred to in this
Agreement or otherwise available under law.



     12.12 Waiver of Rule of Construction. Each Party has had the opportunity to consult
with counsel in connection with the review, drafting and negotiation of this Agreement.
Accordingly, the


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rule of construction that any ambiguity in this Agreement shall be construed against the
drafting Party shall not apply.




     12.13 Counterparts. The Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     12.14 Binding Effect. Subject to Section 11.1, as of the Effective Date, this
Agreement shall be binding upon and inure to the benefit of the Parties and their respective
permitted successors and permitted assigns.



     12.15 No Third Party Beneficiaries. Except as expressly contemplated herein, no Third
Party, including any employee of any Party to this Agreement, shall have or acquire any rights by
reason of this Agreement.



     12.16 Finder’s Fee. Tekmira agrees to indemnify and to hold harmless Alnylam from any
liability for any commission or compensation in the nature of a finder’s fee (and the reasonable
costs and expenses of defending against such liability or asserted liability) for which Tekmira or
any of its officers, partners, employees, or representatives is responsible. Alnylam agrees to
indemnify and hold harmless Tekmira from any liability for any commission or compensation in the
nature of a finder’s fee (and the reasonable costs and expenses of defending against such liability
or asserted liability) for which Alnylam or any of its officers, employees or representatives is
responsible.



     12.17 Standstill.



     (a) Subject to the terms of this Section 12.17, until the fifth year anniversary of the
Original Effective Date, without the approval of the Board of Directors of Tekmira, neither Alnylam
nor any of its Affiliates will:



     (i) acquire or offer to acquire in one or more transactions, any voting securities or other
securities convertible into voting securities of Tekmira representing in aggregate 10% or more of
the issued and outstanding voting securities of Tekmira (assuming the conversion of such other
securities convertible into voting securities of Tekmira);



     (ii) solicit proxies with respect to the voting of any securities of Tekmira or otherwise
attempt to influence the voting of any securities of Tekmira by the holders of such securities;



     (iii) enter in any agreement with or assist any Third Party, or assist or participate in any
group acting jointly or in concert, with respect to any of the foregoing; or



     (iv) make any public announcement or disclosure with respect to any of the foregoing, except
to the extent required by applicable law and except for disclosure of the foregoing terms as
contemplated by Article 8.



     (b) Alnylam represents and warrants to Tekmira that, as of the Effective Date, Alnylam,
together with its Affiliates, does not beneficially own, or exercise control or direction over, any
voting securities or other securities convertible into voting securities of Tekmira, except for (i)
securities


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owned, or over which Alnylam and/or its Affiliates exercise control or direction, for purposes of
any 401(k) or similar benefit plan maintained by Alnylam or its Affiliates for its or their
employees over which Alnylam has no independent investment control and (ii) securities acquired by
Alnylam pursuant to the Alnylam Subscription Agreement. For as long as the restrictions in Section
12.17.1(a) are in effect, Alnylam agrees to provide Tekmira with prompt notice of any acquisition
of voting securities or other securities convertible into voting securities of Tekmira.




     (c) Upon Tekmira receiving or otherwise becoming aware of a bona fide proposal or intention by
a Third Party (other than a Permitted Investor) to take any action described in Section
12.17.1(a)(i)-(iv), whether directly or indirectly, including without limitation a non-binding
letter of intent, Tekmira shall immediately notify Alnylam of such proposal or intention. The
restrictions in Section 12.17.1(a) shall immediately terminate and be of no further force or effect
on the earlier of (a) such bona fide proposal or intention being disclosed publicly (other than by
Alnylam) or (b) the Board of Directors or management of Tekmira engaging in substantive discussions
with such Third Party concerning such proposal or intention. A “Permitted Investor” means
any investor, other than a pharmaceutical or biotechnology company, who acquires in one or more
transactions, any voting securities or other securities convertible into voting securities of
Tekmira representing in aggregate 10% or more, but less than 20%, of the issued and outstanding
voting securities of Tekmira (assuming the conversion of such other securities convertible into
voting securities of Tekmira), so long as such investor evidences no intent to seek to influence
the management of Tekmira (other than by voting such acquired securities).



     (d) In the event that Tekmira plans to solicit or does solicit offers (other than in respect
of a public offering of its securities, including any private placement to a Permitted Investor)
relating to the acquisition of voting securities or other securities convertible into voting
securities of Tekmira representing 10% or more of the issued and outstanding voting securities of
Tekmira (assuming the conversion of such other securities convertible into voting securities of
Tekmira), or in the event Tekmira engages in any discussions in which Tekmira may solicit or
receive any offer relating to the acquisition of an ownership interest (excluding licenses) in any
Tekmira Technology, Tekmira shall immediately notify Alnylam of such circumstance and the
restrictions in Section 12.17.1(a) shall immediately terminate and be of no further force or
effect.



     (e) Upon a breach by Tekmira of any of the representations, warranties or covenants set forth
in the Alnylam Subscription Agreement, the restrictions in Section 12.17.1(a) shall immediately
terminate and be of no further force or effect.



     (f) Nothing in this Section 12.17.1 shall be deemed to affect or impair the right of Alnylam
to enforce its lawful remedies against Tekmira or to prevent Alnylam from exercising any rights
granted by Tekmira to Alnylam.



     (g) Nothing in this Section 12.17.1 shall prohibit Alnylam or its Affiliates from owning or
making open market purchases of any voting securities of Tekmira, or any securities convertible
into or exercisable for any such voting securities, for purposes of any 401(k) or similar benefit
plan maintained by Alnylam or its Affiliates for its or their employees; provided that Alnylam and
its Affiliates will not request or direct that the trustee or other administrator of any such plan
acquire any voting securities of Tekmira or exercise any influence over the voting of such
securities.


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     (h) Alnylam and Tekmira agree and acknowledge that the restrictions contained in this Section
12.17.1: (i) shall continue in full force and effect following both the execution of the Purchase
Agreement and the Closing, and (ii) shall not apply to the transactions contemplated in the Alnylam
Subscription Agreement and the Roche Subscription Agreement.



     12.18 Employees. Until the fifth year anniversary of the Original Effective Date,
neither Alnylam nor any of its Affiliates will knowingly offer to hire or hire any individual who
is, at such time, an officer or employee of Tekmira or any of its Affiliates, and who was, at any
time in the preceding three (3) months, involved in (i) selecting the Tekmira Development Targets,
(ii) the Research, Development, Manufacture and Commercialization of Tekmira Development Products
and/or (iii) conducting the Collaboration. For clarity, placing an advertisement in a newspaper,
periodical or other publication of general availability, or other general recruitment activities
not directed at a particular individual, do not constitute an “offer to hire.”



     12.19 Protiva License Agreement. Tekmira, as the parent company of Protiva, hereby
agrees to use reasonable and diligent efforts to cause Protiva to perform Protiva’s obligations in
accordance with the terms of the Protiva License Agreement. Moreover, Tekmira hereby
unconditionally and irrevocably agrees that, if and to the extent Protiva fails to pay to Alnylam
when due any financial obligation at any time owed by Protiva to Alnylam in connection with the
Protiva License Agreement (including without limitation any damages for breach), Tekmira shall be
responsible for such financial obligation, and will be required to make such payment to Alnylam in
satisfaction of Protiva’s obligation.



     12.20 Further Assurances. The Parties will with reasonable diligence, do all such
things and provide all such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party will provide such further documents or instruments
required by the other Party as may be reasonably necessary or desirable to give effect to the
purpose of this Agreement and carry out its provisions.



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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 	 	 	 	 	 	 

	TEKMIRA PHARMACEUTICAL CORPORATION	 	 	ALNYLAM PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY: 

	/s/ Ian Mortimer
	 	 	BY: 
	/s/ John Maraganore	 
	 	NAME:

	 Ian Mortimer
	 	 	 	NAME:
	 John Maraganore	 
	 	TITLE:

	CFO
	 	 	 	TITLE:
	Chief Executive Officer	 	 
	 	DATE:

	 	 	 	 	DATE:	 	 	 	 
	 

	 	 

	 	 
	 	 	 

	 	 





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SCHEDULE 1.4





ALNYLAM CORE PATENT RIGHTS



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SCHEDULE 1.6




ALNYLAM IOC PATENT RIGHTS


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SCHEDULE 1.7




ALNYLAM LIPIDOID PATENT RIGHTS


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SCHEDULE 1.15




BIODEFENSE TARGETS


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SCHEDULE 1.35




EXISTING ALNYLAM IN-LICENSES


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SCHEDULE 1.36




EXISTING TEKMIRA IN-LICENSES



[**]


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SCHEDULE 1.73




TEKMIRA PATENT RIGHTS


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SCHEDULE 1.78




PRE-EXISTING ALNYLAM ALLIANCE AGREEMENTS


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SCHEDULE 3.1




UPDATED RESEARCH PLAN


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SCHEDULE 5.1




UPDATED MANUFACTURING PLAN


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SCHEDULE 6.2.2




ROCHE SUBLICENSE AGREEMENT


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SCHEDULE 6.4(a)




TEKMIRA IN-LICENSE PROVISION


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SCHEDULE 6.4(b)




MIT LICENSE AGREEMENT OBLIGATIONS



[**].

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SCHEDULE 9




EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES




[**]




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