PATENT PROTECTION OR CONCERN REGARDING COMPETITIVE DISADVANTAGE ARISING FROM THE
PROPOSAL.
IN THE EVENT OF CONCERN, THE SUBMITTING PARTY AGREES NOT TO SUBMIT
SUCH PUBLICATION OR TO MAKE SUCH PRESENTATION THAT CONTAINS SUCH INFORMATION
UNTIL THE OTHER PARTY IS GIVEN A REASONABLE PERIOD OF TIME (NOT TO EXCEED []*
DAYS) TO SEEK PATENT PROTECTION FOR ANY MATERIAL IN SUCH PUBLICATION OR
PRESENTATION THAT IT BELIEVES IS PATENTABLE OR TO RESOLVE ANY OTHER ISSUES, AND
THE SUBMITTING PARTY SHALL REMOVE FROM SUCH PROPOSED PUBLICATION ANY
CONFIDENTIAL INFORMATION OF THE OTHER PARTY AS REQUESTED BY SUCH OTHER PARTY.
WITH RESPECT TO ANY PROPOSED ABSTRACTS, MANUSCRIPTS OR SUMMARIES OF
PRESENTATIONS BY INVESTIGATORS OR OTHER THIRD PARTIES, INCLUDING RELATED PARTIES
SUCH MATERIALS SHALL BE SUBJECT TO REVIEW UNDER THIS SECTION 9.5 TO THE EXTENT
THAT ALNYLAM OR CUBIST, AS THE CASE MAY BE, HAS THE RIGHT TO DO SO.
SECTION 9.6
ASIAN PARTNER.
ALNYLAM SHALL USE DILIGENT EFFORTS TO AMEND ITS
AGREEMENT WITH ITS ASIAN PARTNER SUCH THAT ANY PRESS RELEASES AND PUBLICATIONS
RELATED TO LICENSED PRODUCT BY SUCH ASIAN PARTNER ARE SUBJECT TO THE REVIEW AND
APPROVAL PROCEDURES SET FORTH IN SECTIONS 9.4 AND 9.5.
SECTION 9.7
COORDINATION WITH ALNYLAM'S ASIAN PARTNER.
ALNYLAM AND CUBIST
SHALL USE DILIGENT EFFORTS TO MEET (IN-PERSON OR VIA VIDEO CONFERENCE OR
TELECONFERENCE) WITH REPRESENTATIVES OF ALNYLAM'S ASIAN PARTNER TO DISCUSS AND
COORDINATE THEIR RESPECTIVE ACTIVITIES WITH RESPECT TO LICENSED PRODUCTS,
INCLUDING:
(A) ADVERSE EVENT REPORTING, (B) PUBLICATIONS AND PRESS RELEASES,
(C) SHARING OF DATA AND CONFIDENTIAL INFORMATION, (D) MANUFACTURING AND
(E) REVIEW OF DEVELOPMENT ACTIVITIES.
ARTICLE X
REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS; INDEMNIFICATION
SECTION 10.1
EXCLUSIVITY COVENANT.
DURING THE TERM, NEITHER PARTY NOR ITS
AFFILIATES SHALL, OUTSIDE THIS AGREEMENT, DIRECTLY OR INDIRECTLY, CONDUCT
DEVELOPMENT OF, MANUFACTURE OR COMMERCIALIZE A DIRECTLY COMPETITIVE PRODUCT,
ANYWHERE IN THE TERRITORY OR GRANT RIGHTS TO AN THIRD PARTY TO DO ANY OF THE
FOREGOING.
IF EITHER PARTY OR ITS AFFILIATES WOULD VIOLATE THE PROVISIONS OF
THIS SECTION 10.1 AS A RESULT OF A MERGER, ACQUISITION OR COMBINATION WITH A
THIRD PARTY, (A) []* WITH THE UNDERSTANDING THAT THE FOREGOING RIGHT SHALL IN NO
WAY DIMINISH A PARTY'S OBLIGATIONS TO USE DILIGENT EFFORTS TO DEVELOP,
MANUFACTURE OR COMMERCIALIZE LICENSED PRODUCT UNDER THIS AGREEMENT.
SECTION 10.2
REPRESENTATIONS OF AUTHORITY.
ALNYLAM AND CUBIST EACH REPRESENTS
AND WARRANTS TO THE OTHER PARTY THAT, AS OF THE EFFECTIVE DATE, IT HAS FULL
RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS
RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT AND THAT IT HAS THE RIGHT TO GRANT
TO THE OTHER THE LICENSES AND SUBLICENSES GRANTED PURSUANT TO THIS AGREEMENT.
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
68
SECTION 10.3
CONSENTS.
ALNYLAM AND CUBIST EACH REPRESENTS AND WARRANTS TO THE
OTHER PARTY THAT, EXCEPT FOR ANY REGULATORY APPROVALS, PRICING OR REIMBURSEMENT
APPROVALS, MANUFACTURING APPROVALS OR SIMILAR APPROVALS NECESSARY FOR THE
DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF THE LICENSED PRODUCT, ALL
NECESSARY CONSENTS, APPROVALS AND AUTHORIZATIONS OF ALL GOVERNMENT AUTHORITIES
AND OTHER PERSONS REQUIRED