DISCLAIMED OR ADMITTED TO BE
INVALID OR UNENFORCEABLE THROUGH REISSUE, DISCLAIMER OR OTHERWISE OR (B) OF ANY
PATENT APPLICATION THAT HAS BEEN FILED WITH A GOOD FAITH BELIEF THAT CLAIMS ARE
REASONABLY LIKELY TO ISSUE THAT COVER LICENSED PRODUCT AND WHICH SUCH
APPLICATION HAS NOT BEEN CANCELLED, WITHDRAWN OR ABANDONED OR BEEN PENDING FOR
MORE THAN []* AS MEASURED FROM THE EARLIEST CLAIMED PRIORITY DATE OF SUCH PATENT
APPLICATION.
SECTION 1.112
ADDITIONAL DEFINITIONS.
EACH OF THE FOLLOWING DEFINITIONS IS SET
FORTH IN THE SECTION OF THIS AGREEMENT INDICATED BELOW:
Definition
Section
1974 Convention
13.1(c)
AAA
12.1
Additional RSV Product
4.6
Agreement
Preamble
Alnylam
Preamble
Alnylam Indemnitees
10.11(a)
Alnylam Trademarks
8.8(b)
Asian Partner Payments
7.11
Bankruptcy Code
3.5
Challenging Party
11.2(c)
Collaboration Manager
2.2
Combination Product
1.76
Commercialization Plan
5.3(a)
Competitive Infringement
8.4(a)
Confidential Information
9.1
Cubist
Preamble
Cubist Indemnitees
10.11(b)
Cubist Trademarks
8.8(b)
Dispute
12.1
Effective Date
Preamble
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
19
Definition
Section
Excluded Claim
12.1
IFRS
1.52
Indemnitee
10.11(d)
JCT
5.2
JSC
2.1(a)
JSC Chairperson
2.1(b)
Losses
10.11(a)
M&A Event
13.8
MAA
1.77
Negotiation Period
3.1(g)
Non-Challenging Party
11.2(c)
Option Period
3.1(g)
Opt-Out Option
4.7(a)
Patent Expenses
8.3(e)
Promotional Materials
5.5
ROFN Notice
3.1(g)
ROFN Right
3.1(g)
Royalty Term
7.5(d)
Safety Information Exchange Agreement
5.9
Severed Clause
13.3
Supply Agreement
6.3
Supply Agreement Term Sheet
6.3
Tax or Taxes
7.13(e)
Term
11.1
Third Party Technology
8.6
ARTICLE II
MANAGEMENT OF COLLABORATIVE ACTIVITIES
SECTION 2.1
JOINT STEERING COMMITTEE.
THE PARTIES HEREBY ESTABLISH A JOINT
COMMITTEE TO FACILITATE THE COLLABORATION IN THE PROFIT-SHARE TERRITORY AS
FOLLOWS:
(A)
COMPOSITION OF THE JOINT STEERING COMMITTEE.
THE COLLABORATION IN
THE PROFIT-SHARE TERRITORY SHALL BE CONDUCTED UNDER THE DIRECTION OF A JOINT
STEERING COMMITTEE (THE "JSC") COMPRISED OF THREE (3) NAMED REPRESENTATIVES OF
CUBIST AND THREE (3) NAMED REPRESENTATIVES OF ALNYLAM OR SUCH OTHER NUMBER OF
REPRESENTATIVES AS THE PARTIES MAY FROM TIME TO TIME MUTUALLY AGREE.
EACH PARTY
SHALL APPOINT ITS RESPECTIVE REPRESENTATIVES TO THE JSC FROM TIME TO TIME, AND
MAY SUBSTITUTE ONE OR MORE OF ITS REPRESENTATIVES, IN ITS SOLE DISCRETION,
EFFECTIVE UPON NOTICE TO THE OTHER PARTY OF SUCH CHANGE.
EACH PARTY SHALL HAVE
AT LEAST ONE JSC REPRESENTATIVE WHO IS A SENIOR EMPLOYEE (VICE PRESIDENT LEVEL
OR ABOVE), AND ALL JSC REPRESENTATIVES SHALL HAVE APPROPRIATE EXPERTISE AND
ONGOING FAMILIARITY WITH THE COLLABORATION.
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
20
ADDITIONAL REPRESENTATIVES OR CONSULTANTS MAY FROM TIME TO TIME, BY MUTUAL
CONSENT OF THE PARTIES, BE INVITED TO ATTEND JSC MEETINGS, PROVIDED SUCH
REPRESENTATIVES' AND CONSULTANTS ARE SUBJECT TO WRITTEN OBLIGATIONS THAT ARE NO
LESS STRINGENT THAN THE CONFIDENTIALITY OBLIGATIONS AND RESTRICTIONS ON USE SET
FORTH IN ARTICLE IX.
ALL PROCEEDINGS FOR THE JSC SHALL TAKE PLACE IN ENGLISH.
EACH PARTY SHALL BEAR ITS OWN EXPENSES RELATING TO ATTENDANCE AT SUCH MEETINGS
BY ITS REPRESENTATIVES.
(B)
JSC CHAIRPERSON.
THE CHAIRPERSON OF THE JSC (THE "JSC
CHAIRPERSON") SHALL ROTATE EVERY TWELVE (12) MONTHS BETWEEN ALNYLAM AND