THIS SECTION 7.13,
"TAX" OR "TAXES" MEANS ANY PRESENT OR FUTURE TAXES, LEVIES, IMPOSTS, DUTIES,
CHARGES, ASSESSMENTS OR FEES OF ANY NATURE (INCLUDING INTEREST, PENALTIES AND
ADDITIONS THERETO) THAT ARE IMPOSED BY A GOVERNMENT AUTHORITY.
SECTION 7.14
UNITED STATES DOLLARS.
ALL DOLLAR ($) AMOUNTS SPECIFIED IN THIS
AGREEMENT ARE UNITED STATES DOLLAR AMOUNTS.
SECTION 7.15
CURRENCY EXCHANGE.
ALL PAYMENTS TO BE MADE BY CUBIST TO ALNYLAM
SHALL BE MADE IN U.S. DOLLARS, TO AN ALNYLAM BANK ACCOUNT ABLE TO RECEIVE U.S.
DOLLARS.
IN THE CASE OF SALES OUTSIDE THE UNITED STATES, ROYALTY PAYMENTS BY
CUBIST TO ALNYLAM SHALL BE CONVERTED TO U.S. DOLLARS IN ACCORDANCE WITH THE
FOLLOWING:
THE RATE OF CURRENCY CONVERSION SHALL BE CALCULATED USING A SIMPLE
AVERAGE OF MID-MONTH AND MONTH-END SPOT RATES AS PUBLISHED BY THE WALL STREET
JOURNAL, EASTERN EDITION.
THIS METHOD OF CONVERSION IS AND SHALL BE CONSISTENT
WITH CUBIST'S THEN CURRENT METHODS.
CUBIST SHALL GIVE ALNYLAM PROMPT WRITTEN
NOTICE OF ANY CHANGES TO CUBIST'S CUSTOMARY AND USUAL PROCEDURES FOR CURRENCY
CONVERSION, WHICH SHALL ONLY APPLY AFTER SUCH NOTICE HAS BEEN DELIVERED AND
PROVIDED THAT SUCH CHANGES CONTINUE TO MAINTAIN A SET METHODOLOGY FOR CURRENCY
CONVERSION.
SECTION 7.16
BLOCKED PAYMENTS.
IF, BY REASON OF APPLICABLE LAW IN ANY COUNTRY,
IT BECOMES IMPOSSIBLE OR ILLEGAL FOR CUBIST OR ITS RELATED PARTY(IES) TO
TRANSFER, OR HAVE TRANSFERRED ON ITS BEHALF, ROYALTIES OR OTHER PAYMENTS TO
ALNYLAM, CUBIST SHALL PROMPTLY NOTIFY ALNYLAM OF THE CONDITIONS PREVENTING SUCH
TRANSFER AND SUCH ROYALTIES OR OTHER PAYMENTS SHALL BE DEPOSITED IN LOCAL
CURRENCY IN THE RELEVANT COUNTRY TO THE CREDIT OF ALNYLAM IN A RECOGNIZED
BANKING INSTITUTION DESIGNATED BY ALNYLAM OR, IF NONE IS DESIGNATED BY ALNYLAM
WITHIN A PERIOD OF []*, IN A RECOGNIZED BANKING INSTITUTION SELECTED BY CUBIST
OR ITS RELATED PARTY(IES), AS THE CASE MAY BE, AND IDENTIFIED IN A NOTICE GIVEN
TO ALNYLAM.
SECTION 7.17
LATE PAYMENTS.
THE PAYING PARTY SHALL PAY INTEREST TO THE
RECEIVING PARTY ON THE AGGREGATE AMOUNT OF ANY PAYMENTS THAT ARE NOT PAID ON OR
BEFORE THE DATE SUCH PAYMENTS ARE DUE UNDER THIS AGREEMENT AT A RATE PER ANNUM
EQUAL TO THE LESSER OF ONE PERCENT (1%) PER MONTH OR THE HIGHEST RATE PERMITTED
BY APPLICABLE LAW, CALCULATED ON THE NUMBER OF DAYS SUCH PAYMENTS ARE PAID AFTER
THE DATE SUCH PAYMENTS ARE DUE.
SECTION 7.18
NO OVERLAPPING ROYALTIES.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, IN NO EVENT SHALL ANY ROYALTY PAYMENT PROVIDED FOR UNDER ANY
SECTION OF THIS AGREEMENT BE PAID WITH RESPECT TO ANY SALE OF A SPECIFIC
LICENSED PRODUCT TO THE EXTENT A ROYALTY HAS BEEN PAID PURSUANT TO ANY OTHER
SECTION OF THIS AGREEMENT WITH RESPECT TO SUCH SALE OF THE SAME SPECIFIC
LICENSED PRODUCT; PROVIDED THAT THE HIGHER ROYALTY AMOUNT IS PAID, AND PROVIDED
FURTHER THAT THE FOREGOING SHALL NOT APPLY TO THE PAYMENT OF SALES MILESTONES
UNDER SECTIONS 4.7, 7.3 AND 11.4.
SECTION 7.19
REPORTING.
THE PARTIES WILL USE THE CALENDAR YEAR TO ESTABLISH
MONTHLY, QUARTERLY AND ANNUAL TIME PERIODS FOR ALL OF