FINAL DECISION-MAKING AUTHORITY
TO (A) REQUIRE ALNYLAM TO USE OTHER THAN DILIGENT EFFORTS TO PERFORM ITS
OBLIGATIONS UNDER THE COLLABORATION, (B) REQUIRE ALNYLAM TO PERFORM ANY
ACTIVITIES FOR WHICH IT IS NOT RESPONSIBLE UNDER THIS AGREEMENT, TO AMEND THE
DEVELOPMENT PLAN OR COMMERCIALIZATION PLAN TO IMPOSE ADDITIONAL OBLIGATIONS ON
ALNYLAM WITHOUT ALNYLAM'S CONSENT, INCLUDING FOR PURPOSES OF CLARITY, TO APPROVE
ANY CHANGE IN THE BUDGETS FOR THE DEVELOPMENT PLAN OR THE COMMERCIALIZATION PLAN
PURSUANT TO SECTION 4.5 OR SECTION 5.3(B), IT BEING UNDERSTOOD THAT CUBIST SHALL
HAVE FINAL DECISION-MAKING AUTHORITY REGARDING IMPLEMENTATION OF THE ACTIVITIES
SET FORTH IN THE DEVELOPMENT PLAN AND THE COMMERCIALIZATION PLAN, INCLUDING
PRICING OF LICENSED PRODUCT IN THE TERRITORY; (C) RESOLVE ANY DISPUTE AS TO WHAT
LEVEL OF EFFORT CONSTITUTES DILIGENT EFFORTS, (D) REQUIRE ALNYLAM TO TAKE ANY
ACTION THAT WOULD, OR FAIL TO TAKE ANY ACTION WHERE THE FAILURE TO TAKE SUCH
ACTION WOULD, VIOLATE ANY APPLICABLE LAW, RULE OR REGULATION OR ANY AGREEMENT
WITH ANY THIRD PARTY (PROVIDED, THAT, IN ENTERING INTO ANY SUCH AGREEMENT,
ALNYLAM IS NOT IN BREACH OF ITS OBLIGATION UNDER THIS AGREEMENT) OR INFRINGE THE
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR (E) EXPAND OR NARROW THE
RESPONSIBILITIES OF THE JSC OR JCT; AND
(B)
WITH RESPECT TO ALL DISPUTES BETWEEN THE PARTIES UNDER THIS
AGREEMENT THAT ARE NOT SUBJECT TO CUBIST'S FINAL DECISION-MAKING AUTHORITY, THE
DISPUTE RESOLUTION PROVISIONS OF ARTICLE XII SHALL APPLY.
SECTION 2.6
DISSOLUTION OF JSC.
THE JSC SHALL BE DISSOLVED UPON THE EARLIER TO
OCCUR OF (A) []*; PROVIDED THAT, AFTER THE []* OF THE EFFECTIVE DATE, ALNYLAM
SHALL HAVE THE RIGHT, BUT SHALL NOT BE OBLIGATED, TO PARTICIPATE ON THE JSC.
IN
THE EVENT THE JSC IS DISSOLVED OR ALNYLAM ELECTS NOT PARTICIPATE UNDER THE
PRECEDING SENTENCE, (I) DECISIONS WITHIN THE PURVIEW OF THE JSC SHALL BE MADE BY
CUBIST SUBJECT TO THE LIMITS ON CUBIST'S DECISION-MAKING AUTHORITY SET FORTH IN
SECTION 2.5 (A) AND SUBJECT TO SECTION 2.5(B), AND (II) INFORMATION SHARING
SHALL CONTINUE AS SET FORTH IN SECTION 4.8
SECTION 2.7
COLLABORATION GUIDELINES.
(A)
IN CONDUCTING ACTIVITIES UNDER THIS AGREEMENT, NEITHER PARTY SHALL
PREJUDICE THE VALUE OF LICENSED PRODUCT BY REASON OF SUCH PARTY'S ACTIVITIES
OUTSIDE OF THE COLLABORATION.
EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE III OR
SECTION 10.1, THE FOREGOING SHALL NOT REQUIRE EITHER PARTY TO LIMIT THE
DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF PRODUCTS OTHER THAN LICENSED
PRODUCT.
WITHOUT LIMITING THE PROVISIONS OF THIS SECTION 2.7(A), ALNYLAM AGREES
THAT IT WILL NOT CONDUCT, SPONSOR, FUND OR OTHERWISE SUPPORT WITHOUT CUBIST'S
PRIOR WRITTEN CONSENT, AND WILL USE DILIGENT EFFORTS TO PREVENT ANY RELATED
PARTY FROM, CONDUCTING, SPONSORING,
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
24
FUNDING OR OTHERWISE SUPPORTING, A CLINICAL STUDY OF ANY LICENSED PRODUCT FOR
ASIA THAT WOULD []* THE DEVELOPMENT OR COMMERCIALIZATION OF LICENSED PRODUCTS IN
THE TERRITORY.
IN ALL MATTERS RELATING TO THIS AGREEMENT, THE PARTIES SHALL
SEEK TO COMPLY WITH GOOD PHARMACEUTICAL AND ENVIRONMENTAL PRACTICES.
(B)
SUBJECT TO THE TERMS OF THIS AGREEMENT,