Common use of Commercialization License Clause in Contracts

Commercialization License. A non-transferable (except as provided in Section 17.1 (Assignment)), sublicensable (subject to Section 11.2.5 (Voyager Sublicense Rights)) license under the Genzyme Technology, Genzyme Collaboration Technology and Genzyme’s interest in the Joint Collaboration Technology to (a) Commercialize the Split Territory Licensed Products in the Field in the United States (which Commercialization with respect to HD Licensed Products shall be in accordance with Section 7.1.5 (Co-Commercialization of HD Licensed Products) if Genzyme has elected the Co-Co Option with respect to the HD Collaboration Program), and (b) Manufacture the Split Territory Licensed Products inside or outside of the Voyager Territory solely for Commercialization in the Voyager Territory. Such license will be exclusive (even as to Genzyme) with respect to Split Territory Licensed Products (other than HD Licensed Products if Genzyme has elected the Co-Co Option with respect to the HD Licensed Program) and co-exclusive (with Genzyme) with respect to HD Licensed Products if Genzyme has elected the Co-Co Option with respect to the HD Licensed Program, in each case, with respect to the license under the Genzyme Collaboration Technology and Genzyme’s interest in the Joint Collaboration Technology and, in each case, will be non-exclusive with respect to the license under the Genzyme Technology; provided, however, that if the DAC has elected to use a Genzyme HD Sequence as the transgene for an HD Agreement Product in accordance with Section 4.6 (Use of Genzyme HD Sequence), such license under the Genzyme HD Sequence Technology also will be exclusive (even as to Genzyme) with respect to such HD Agreement Product.

Commercialization License. A On a Co-Co Licensed Product-by-Co-Co Licensed Product basis, subject to the provisions of these Co-Co License Terms (including Section 10.4.1.4 (Exception to Exclusivity)), and any Co-Co Commercial Supply Agreement, effective upon the Implementation Date for such Co-Co Licensed Product, Alnylam hereby grants Genzyme (i) a non-transferable (except as provided in Section 17.1 13.1 of the Master Agreement (Assignment)), sublicensable (subject to Section 11.2.5 7.1.4 (Voyager Sublicense RightsSublicensing Terms)), exclusive (even as to Alnylam) license under the Genzyme Technology, Genzyme Collaboration Technology and Genzyme’s interest in the Joint Collaboration Alnylam Technology to (a) Commercialize the Split Territory such Co-Co Licensed Products in the Field in the United States (which Commercialization with respect to HD Licensed Products shall be in accordance with Section 7.1.5 (Co-Commercialization of HD Licensed Products) if Genzyme has elected the Co-Co Option with respect to the HD Collaboration Program), Territory and (bii) Manufacture the Split Territory Licensed Products inside or outside of the Voyager Territory solely for Commercialization in the Voyager Territory. Such license will be exclusive (even as to Genzyme) with respect to Split Territory Licensed Products (other than HD Licensed Products if Genzyme has elected the Coa non-Co Option with respect to the HD Licensed Program) and transferable, non-sublicensable, co-exclusive (with GenzymeAlnylam) with respect license under Alnylam Technology to HD Commercialize such Co-Co Licensed Products if Genzyme has elected Product in the Field in the Co-Co Option with respect Territory. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. CO-CO LICENSE TERMS The license granted under the foregoing clause (i) shall be royalty-bearing for the Royalty Term applicable to the HD each Co-Co Licensed Program, Product in each case, with respect to the license under country in the Genzyme Collaboration Technology and Genzyme’s interest Territory, and, after the Royalty Term applicable to such Co-Co Licensed Product in such country, shall convert to a fully-paid, exclusive, perpetual license to Commercialize such Co-Co Licensed Product in the Joint Collaboration Technology and, Field in each case, will be non-exclusive with respect to the license under such country in the Genzyme Technology; provided, however, that if the DAC has elected to use a Genzyme HD Sequence as the transgene for an HD Agreement Product in accordance with Section 4.6 (Use of Genzyme HD Sequence), such license under the Genzyme HD Sequence Technology also will be exclusive (even as to Genzyme) with respect to such HD Agreement ProductTerritory.