TERRITORY AS MAY BE REQUIRED OF A SUBLICENSEE (AND, WITH
RESPECT TO THE KYOWA AGREEMENT AND THE []*, AS MAY BE REQUIRED OF ALNYLAM, WITH
RESPECT TO DEVELOPMENT, MANUFACTURE AND COMMERCIALIZATION OF LICENSED PRODUCT
FOR THE TERRITORY) TO ALLOW ALNYLAM TO COMPLY WITH ITS OBLIGATIONS THEREUNDER,
INCLUDING OBLIGATIONS RELATING TO SUBLICENSING, PATENT MATTERS, CONFIDENTIALITY,
REPORTING, AUDIT RIGHTS, INDEMNIFICATION AND DILIGENCE; PROVIDED THAT IN NO
EVENT SHALL CUBIST BE RESPONSIBLE FOR ANY PAYMENT OBLIGATIONS OR OTHER FINANCIAL
OBLIGATIONS OF ANY KIND OF ALNYLAM UNDER SUCH AGREEMENTS EXCEPT AS OTHERWISE
SPECIFICALLY SET FORTH IN SECTIONS 4.7, 7.6, 7.7, 7.9 AND
8.6.
IN ORDER TO
FACILITATE CUBIST'S COMPLIANCE WITH THIS SECTION 3.1(F), ALNYLAM WILL PROVIDE
CUBIST WITH REASONABLE NOTICE IN ADVANCE OF ANY ACTION OR INFORMATION REQUIRED
OF CUBIST IN RESPECT OF THE ALNYLAM IN-LICENSES, INCLUDING A DESCRIPTION
REGARDING ALNYLAM'S INTERPRETATION OF SUCH REQUIREMENTS, AND CUBIST WILL, TO THE
EXTENT REQUIRED UNDER THIS SECTION 3.1(F), PERFORM SUCH ACTIONS AND PROVIDE SUCH
INFORMATION IN ACCORDANCE WITH SUCH REQUIREMENTS AS REASONABLY INTERPRETED BY
ALNYLAM.
(G)
RIGHT OF FIRST NEGOTIATION FOR ASIA.
ALNYLAM HEREBY GRANTS TO
CUBIST A RIGHT OF FIRST NEGOTIATION TO ADD ASIA TO THE ROYALTY TERRITORY
HEREUNDER (THE "ROFN RIGHT") IF, DURING THE TERM, (I) THE KYOWA AGREEMENT
TERMINATES AND (II) ALNYLAM DETERMINES TO SEEK AN ASIAN PARTNER OTHER THAN KYOWA
HAKKO FOR LICENSED PRODUCTS IN THE FIELD IN ASIA.
PRIOR TO INITIATING FORMAL
BUSINESS DISCUSSIONS WITH ONE OR MORE THIRD PARTIES OTHER THAN KYOWA HAKKO
REGARDING SUCH OPPORTUNITY, ALNYLAM SHALL NOTIFY CUBIST OF ALNYLAM'S
DETERMINATION TO SEEK AN ASIAN PARTNER OTHER THAN KYOWA HAKKO (THE "ROFN
NOTICE"), AND CUBIST SHALL HAVE []* AFTER RECEIPT OF THE ROFN NOTICE (THE
"OPTION PERIOD") TO NOTIFY ALNYLAM IN WRITING THAT EITHER (A) CUBIST IS
EXERCISING ITS ROFN RIGHT AND IS INTERESTED IN ADDING ASIA TO THE ROYALTY
TERRITORY HEREUNDER, OR (B) CUBIST IS NOT INTERESTED IN ADDING ASIA TO THE
ROYALTY TERRITORY HEREUNDER AND THEREFORE WAIVES ITS ROFN RIGHT.
FAILURE BY
CUBIST TO PROVIDE WRITTEN NOTICE OF ITS EXERCISE OF THE ROFN RIGHT WITHIN THE
OPTION PERIOD SHALL CONSTITUTE A WAIVER BY CUBIST OF ITS ROFN RIGHT.
IF CUBIST
PROVIDES WRITTEN NOTICE TO ALNYLAM EXERCISING ITS ROFN RIGHT WITHIN THE OPTION
PERIOD, THE PARTIES SHALL NEGOTIATE EXCLUSIVELY IN GOOD FAITH FOR A PERIOD OF UP
TO []* FROM THE DATE THE ROFN NOTICE WAS RECEIVED BY CUBIST (OR SUCH LONGER
PERIOD AS THE PARTIES MAY MUTUALLY AGREE) (THE "NEGOTIATION PERIOD") REGARDING
MUTUALLY AGREEABLE TERMS AND CONDITIONS, INCLUDING MUTUALLY AGREEABLE FINANCIAL
TERMS AND CONDITIONS, ON WHICH THIS AGREEMENT WOULD BE AMENDED TO ADD ASIA TO
THE ROYALTY TERRITORY HEREUNDER.
IF, DESPITE SUCH GOOD FAITH NEGOTIATIONS, THE
PARTIES DO NOT EXECUTE SUCH AN AMENDMENT WITHIN THE NEGOTIATION PERIOD, OR IF
CUBIST WAIVES ITS ROFN RIGHT, THEN ALNYLAM SHALL THEREAFTER BE FREE TO NEGOTIATE
AND EXECUTE AGREEMENT(S) WITH ONE OR MORE THIRD PARTIES WITH RESPECT TO SUCH
OPPORTUNITY; PROVIDED THAT FOR A PERIOD OF []* AFTER THE EARLIER OF CUBIST'S
WAIVER OF ITS ROFN RIGHT OR THE EXPIRATION