OBLIGATIONS TO KYOWA HAKKO (OR ANOTHER ASIAN
PARTNER, AS APPLICABLE) AFTER SUCH TRANSITION IN A REASONABLE MANNER, PROVIDED
IN NO EVENT SHALL CUBIST HAVE ANY OBLIGATION TO SUPPLY ALNYLAM WITH ANY LICENSED
PRODUCT OTHER THAN THE LICENSED PRODUCT CUBIST IS MANUFACTURING FOR ITSELF.
(E)
ALNYLAM SHALL PAY CUBIST AN AMOUNT EQUAL TO []* FOR ANY API BULK
DRUG SUBSTANCE AND FINISHED PRODUCT (AS APPLICABLE) SUPPLIED BY CUBIST TO
ALNYLAM (OR ITS DESIGNEE) PURSUANT TO SECTION 6.2(D) []* TO WHICH ALNYLAM IS
ENTITLED UNDER ITS AGREEMENT WITH ITS ASIAN PARTNER, WHICH SUCH AMOUNT SHALL BE
PAID WITHIN []* AFTER RECEIPT OF AN INVOICE THEREFOR.
SALE BY
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
48
CUBIST OF API BULK DRUG SUBSTANCE OR FINISHED PRODUCT TO ALNYLAM UNDER THIS
AGREEMENT SHALL NOT BE INCLUDED IN THE CALCULATION OF NET SALES.
SECTION 6.3
SUPPLY AGREEMENT.
THE TERMS OF EXHIBIT G HEREOF (THE "SUPPLY
AGREEMENT TERM SHEET") SHALL GOVERN THE MANUFACTURE AND SUPPLY OF LICENSED
PRODUCT HEREUNDER UNTIL SUCH TIME AS THE PARTIES ENTER INTO A SUPPLY AGREEMENT
(THE "SUPPLY AGREEMENT"), AFTER WHICH TIME, THE TERMS OF THE SUPPLY AGREEMENT
SHALL GOVERN.
THE PARTIES WILL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO
ENTER INTO, WITHIN []* AFTER THE EFFECTIVE DATE, A SUPPLY AGREEMENT AMONG
ALNYLAM, CUBIST AND KYOWA HAKKO, CONSISTENT WITH THE TERMS SET FORTH IN
EXHIBIT G, AND CONTAINING SUCH OTHER TERMS AS SHALL BE CONSISTENT WITH THIS
AGREEMENT, THE KYOWA AGREEMENT AND INDUSTRY STANDARDS FOR A CONTRACT
MANUFACTURING AGREEMENT IN THE CONTEXT OF A COLLABORATIVE EFFORT.
FOR PURPOSES
OF CLARITY, IF CUBIST ASSUMES RESPONSIBILITY FOR THE MANUFACTURE AND SUPPLY OF
LICENSE PRODUCT PURSUANT HERETO OR PURSUANT TO THE SUPPLY AGREEMENT TERM SHEET
OR THE SUPPLY AGREEMENT, IT IS THE INTENTION OF THE PARTIES THAT CUBIST WILL
HAVE THE SAME RIGHTS AND OBLIGATIONS AS THE MANUFACTURER AND SUPPLIER THAT
ALNYLAM HELD PRIOR TO SUCH TIME UNDER THE SUPPLY AGREEMENT TERM SHEET OR THE
SUPPLY AGREEMENT, AS THE CASE MAY BE.
SECTION 6.4
TECHNOLOGY TRANSFER.
PROMPTLY AFTER A DECISION OF THE PARTIES
OR
ELECTION BY CUBIST UNDER SECTION 6.2 TO TRANSFER MANUFACTURE OF THE API BULK
DRUG SUBSTANCE OR FINISHED PRODUCT (AS APPLICABLE) TO CUBIST OR TO A THIRD PARTY
API BULK DRUG SUBSTANCE SUPPLIER OR FINISHED PRODUCT SUPPLIER WITH WHOM CUBIST
ENTERS INTO AN AGREEMENT, AS PERMITTED UNDER SECTION 6.2, ALNYLAM WILL TRANSFER
TO CUBIST OR TO SUCH THIRD PARTY SUPPLIER ALL DOCUMENTS AND MANUFACTURING
INFORMATION AND OTHER KNOW-HOW NECESSARY OR REASONABLY USEFUL TO ENABLE CUBIST
TO MANUFACTURE OR HAVE MANUFACTURED THE API BULK DRUG SUBSTANCE AND FINISHED
PRODUCT (AS APPLICABLE).
ALNYLAM'S COSTS AND EXPENSES INCURRED IN CONNECTION
WITH ANY SUCH TRANSFER OF TECHNOLOGY UNDER THIS SECTION 6.4 SHALL []*, TO THE
EXTENT CONSISTENT WITH THIS AGREEMENT.
ARTICLE VII
FINANCIAL PROVISIONS
SECTION 7.1
UPFRONT FEE.
WITHIN FIVE (5) BUSINESS DAYS AFTER THE EFFECTIVE
DATE, CUBIST SHALL PAY ALNYLAM A NON-REFUNDABLE, NON-CREDITABLE INITIAL PAYMENT
OF TWENTY MILLION DOLLARS ($20,000,000).
SECTION 7.2
DEVELOPMENT MILESTONES.
CUBIST SHALL MAKE THE NON-REFUNDABLE,
NON-CREDITABLE MILESTONE PAYMENTS