AMOUNT OF THE ADDITIONAL []* ACTUALLY INCURRED BY CUBIST IN []*
AND, IF ALNYLAM EXERCISES SUCH OPTION AND THEREAFTER MAKES SUCH PAYMENT WITHIN
[]* AFTER ALNYLAM'S RECEIPT OF CUBIST'S NOTIFICATION, THE REDUCTION TO ALNYLAM'S
OPT-OUT ECONOMICS SET FORTH IN CLAUSE (C)(I) ABOVE SHALL NOT APPLY; AND
E.
IF ALNYLAM MAKES THE ELECTION SET FORTH
IN CLAUSE (C)(II) ABOVE, THEN THE JSC SHALL BE RECONSTITUTED AND, []*, ALL
DEVELOPMENT AND MANUFACTURE FOR THE PURPOSES OF DEVELOPMENT OF LICENSED PRODUCT
FOR THE PROFIT-SHARE TERRITORY SHALL []*.
FOR PURPOSES OF CLARITY, (I) AT THE
TIME []*, THE JSC WILL BE DISSOLVED AGAIN AND ALNYLAM WILL, FROM THAT POINT
FORWARD, RECEIVE MILESTONES AND ROYALTIES BASED UPON THE EXERCISE OF ITS OPT-OUT
OPTION AFTER THE SECOND OPT-OUT MILESTONE AND (II) AT NO TIME SHALL ALNYLAM
RESUME SHARING IN N.A. PRE-TAX PROFIT OR LOSS.
(B)
CUBIST TERMINATION.
NOTWITHSTANDING
ANYTHING IN THIS SECTION 4.7 TO THE CONTRARY, ALNYLAM'S EXERCISE OF ITS OPT-OUT
OPTION SHALL NOT TAKE EFFECT IF, PRIOR TO THE EFFECTIVE DATE OF SUCH OPT-OUT
OPTION UNDER THIS SECTION 4.7, CUBIST PROVIDES WRITTEN NOTICE TO ALNYLAM OF
CUBIST'S DECISION TO TERMINATE THIS AGREEMENT UNDER SECTION 11.2(A).
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
39
SECTION 4.8
TECHNOLOGY TRANSFER AND EXCHANGE OF KNOW-HOW.
(A)
EXCHANGE OF KNOW-HOW.
PROMPTLY FOLLOWING THE EFFECTIVE DATE,
ALNYLAM WILL MAKE AVAILABLE TO CUBIST, AT NO COST OR EXPENSE TO CUBIST, SUCH
ALNYLAM KNOW-HOW AS IS REQUESTED BY CUBIST IN CONNECTION WITH CUBIST'S
DEVELOPMENT EFFORTS, INCLUDING ALL DATA FROM ANY AND ALL CLINICAL TRIALS AND
PRECLINICAL STUDIES AND NON-CLINICAL DEVELOPMENT WORK FOR LICENSED PRODUCTS THAT
ARE IN EXISTENCE AS OF THE EFFECTIVE DATE.
DURING THE TERM, ALNYLAM SHALL
PROMPTLY UPDATE CUBIST AS TO ALL ALNYLAM KNOW-HOW THAT HAS NOT PREVIOUSLY BEEN
PROVIDED UNDER THIS AGREEMENT, AND SHALL PROVIDE TO CUBIST ANY SUCH ADDITIONAL
ALNYLAM KNOW-HOW PROMPTLY UPON CUBIST'S REQUEST.
(B)
UPDATES IF JSC CEASES TO EXIST.
IN THE EVENT DURING THE TERM THE
JSC CEASES TO EXIST, THEN NO LATER THAN []* OF EACH CALENDAR YEAR THEREAFTER
(FOR THE PERIOD ENDING DECEMBER 31 OF THE PRIOR CALENDAR YEAR), (I) CUBIST SHALL
PREPARE AND DELIVER TO ALNYLAM A WRITTEN REPORT SUMMARIZING THE STATUS, PROGRESS
AND RESULTS OF ACTIVITIES PERFORMED BY CUBIST AND ITS RELATED PARTIES WITH
RESPECT TO THE DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF LICENSED PRODUCT
IN THE FIELD FOR THE TERRITORY PERFORMED SINCE THE LAST SUCH REPORT SUBMITTED
UNDER THIS AGREEMENT, AND (II) ALNYLAM SHALL SUBMIT TO CUBIST A WRITTEN REPORT
SUMMARIZING THE STATUS, PROGRESS AND RESULTS OF ACTIVITIES PERFORMED BY ALNYLAM
AND ITS RELATED PARTIES WITH RESPECT TO DEVELOPMENT, MANUFACTURE OR
COMMERCIALIZATION OF LICENSED PRODUCT FOR ASIA SINCE THE LAST REPORT SUBMITTED
UNDER THIS AGREEMENT.
SUCH REPORTS MAY BE PROVIDED IN ANY REASONABLE WRITTEN
FORM DETERMINED BY THE PARTY MAKING SUCH REPORT, INCLUDING IN A PRESENTATION
SLIDE FORMAT THAT REASONABLY SUMMARIZES SUCH ACTIVITIES.
ARTICLE V
COMMERCIALIZATION AND CERTAIN OTHER RESPONSIBILITIES
SECTION 5.1
DILIGENT EFFORTS.
CUBIST SHALL HAVE THE SOLE RIGHT TO
COMMERCIALIZE LICENSED PRODUCT IN THE FIELD