and Commercialization in the Royalty Territory, and
(C) Alnylam will regularly share information with Cubist through the JSC
regarding the activities of Alnylam and its Related Parties with respect to
Development, Manufacture and Commercialization of Licensed Product for Asia
consistent with keeping Cubist reasonably informed of the progress and results
of Development, Manufacture and Commercialization of Licensed Product for Asia.
For purposes of clarity, the JSC shall not have the authority to modify the
terms of this Agreement.
SECTION 2.2
APPOINTMENT OF SUBCOMMITTEES, PROJECT TEAMS AND COLLABORATION
MANAGERS.
THE JSC SHALL BE EMPOWERED TO CREATE SUCH SUBCOMMITTEES OF ITSELF AND
PROJECT TEAMS AS IT MAY DEEM APPROPRIATE OR NECESSARY. EACH SUCH SUBCOMMITTEE
AND PROJECT TEAM SHALL REPORT TO THE JSC, WHICH SHALL HAVE AUTHORITY TO APPROVE
OR REJECT RECOMMENDATIONS OR ACTIONS PROPOSED THEREBY SUBJECT TO THE TERMS OF
THIS AGREEMENT.
EACH PARTY SHALL ALSO DESIGNATE A COLLABORATION MANAGER (EACH A
"COLLABORATION MANAGER"), WHO SHALL BE RESPONSIBLE FOR THE DAY-TO-DAY
COORDINATION OF THE COLLABORATION AND WILL SERVE TO FACILITATE COMMUNICATION
BETWEEN THE PARTIES WITH RESPECT TO BOTH THE PROFIT-SHARE TERRITORY AND THE
ROYALTY TERRITORY.
EACH PARTY MAY CHANGE ITS DESIGNATED COLLABORATION MANAGER
FROM TIME TO TIME UPON WRITTEN NOTICE TO THE OTHER PARTY.
SECTION 2.3
REPORTS AND MINUTES.
EACH PARTY SHALL PREPARE AND DELIVER TO THE
JSC, BY NO LATER THAN EACH []* (FOR THE PERIOD ENDING DECEMBER 31 OF THE PRIOR
CALENDAR YEAR), WRITTEN REPORTS SUMMARIZING SUCH PARTY'S DEVELOPMENT ACTIVITIES
FOR LICENSED PRODUCT IN THE FIELD FOR THE TERRITORY PERFORMED TO DATE (OR
UPDATING SUCH REPORT FOR ACTIVITIES PERFORMED SINCE THE LAST SUCH REPORT
SUBMITTED HEREUNDER, AS APPLICABLE).
SUCH REPORTS MAY BE PROVIDED IN ANY
REASONABLE
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
22
WRITTEN FORM DETERMINED BY THE REPORTING PARTY, INCLUDING IN A PRESENTATION
SLIDE FORMAT THAT REASONABLY SUMMARIZES SUCH ACTIVITIES.
ALNYLAM SHALL ALSO, AT
THE SAME TIME IT SUBMITS A WRITTEN REPORT UNDER THIS SECTION 2.3 REGARDING
ACTIVITIES IN THE TERRITORY, ALSO PROVIDE A WRITTEN REPORT TO THE JSC
SUMMARIZING THE STATUS, PROGRESS AND RESULTS OF ACTIVITIES PERFORMED BY ALNYLAM
AND ITS ASIAN PARTNER WITH RESPECT TO DEVELOPMENT, MANUFACTURE OR
COMMERCIALIZATION OF LICENSED PRODUCT FOR ASIA.
IN ADDITION, CUBIST SHALL
PROVIDE ALNYLAM WITH PROMPT WRITTEN NOTICE OF THE ACHIEVEMENT BY CUBIST OF ANY
MILESTONE EVENT SET FORTH IN SECTION 7.2.
EACH PARTY WILL PROVIDE THE MEMBERS
OF THE JSC WITH COPIES, WHICH MAY BE IN ELECTRONIC FORMAT, OF ALL MATERIALS IT
INTENDS TO PRESENT AT A JSC MEETING.
THE JSC MAY ALSO REQUEST AT ANY TIME
SPECIFIC DATA OR INFORMATION RELATED TO COLLABORATION ACTIVITIES OR ANY OTHER
DATA TO WHICH THE JSC IS ENTITLED UNDER THIS AGREEMENT OR THAT A WRITTEN REPORT
BE PREPARED IN ADVANCE OF ANY MEETING SUMMARIZING CERTAIN MATERIAL DATA AND
INFORMATION ARISING OUT OF THE CONDUCT OF THE COLLABORATION ANY OTHER DATA TO
WHICH THE JSC IS ENTITLED UNDER THIS AGREEMENT AND THE PARTY OR APPROPRIATE
COMMITTEE TO WHOM SUCH REQUEST IS MADE SHALL PROMPTLY PROVIDE TO THE OTHER