ALN-AGT Sample Clauses

ALN-AGT. The Protocol for each Product Clinical Trial included in the ALN-AGT Development Program will be prepared by Alnylam using Commercially Reasonable Efforts and will be reviewed and discussed by the JSC in accordance with Section 5.1.

ALN-AGT. Subject to Section 4.2, Blackstone will pay up to (a) Twenty-Six Million U.S. Dollars ($26,000,000) of Development Costs for the XXX-XXX Xxxxx 0 Trial (the “XXX-XXX Xxxxx 0 Development Costs”), and (b) Fifty-Four Million U.S. Dollars ($54,000,000) for the XXX-XXX Xxxxx 0 Trial (the “XXX-XXX Xxxxx 0 Development Costs”) (together with the XXX-XXX Xxxxx 0 Development Costs, the “ALN-AGT Development Costs,” and the cost caps therein, the “ALN-AGT Maximum Development Costs”) in accordance with the funding schedule set forth in Section 4.3. For clarity, (i) Blackstone will be entitled to invest the ALN-AGT Development Costs (up to the ALN-AGT Maximum Development Costs) in an amount equal to Alnylam’s Development expenses for ALN-AGT during the Development Term for ALN-AGT (which Development expenses will be provided to Blackstone through the JSC), and (ii) Alnylam agrees not to use additional funding from a Third Party for the Development of ALN-AGT until the ALN-AGT Maximum Development Costs have been provided to Alnylam by Blackstone. Notwithstanding the foregoing, in the event that the ALN-AGT Development Costs actually exceed the payments made by Blackstone under this Section 4.1.2 (including as a result of certain Development Events not yet having been achieved pursuant to Section 4.3), then Alnylam may use additional funding from a Third Party for the Development of ALN-AGT to cover any such shortfall in funding; provided that, if such shortfall is a result of a Development Event not yet having been achieved, then Alnylam may only seek such Third Party funding for the Development Costs payable under the Funding Tranche corresponding to such Development Event; and provided further, that regardless of whether Alnylam utilizes such Third Party funding, Blackstone will remain entitled to invest an amount up to the ALN-AGT Maximum Development Costs, such that the total amount of Alnylam’s Development expenses for ALN-AGT during the Development Term set forth in the foregoing (i) will not be reduced by the amount of such Third Party funding. As between the Parties, any Development Costs in excess of the ALN-AGT Maximum Development Costs will be borne by Alnylam.

ALN-AGT. Blackstone will pay the ALN-AGT Development Costs to Alnylam in Funding Tranches on the basis of Alnylam’s achievement of the Development Events set forth on Schedule 4.3(b) hereto (a) with respect to the XXX-XXX Xxxxx 0 Development Costs, until the conclusion of the XXX-XXX Xxxxx 0 Trial (subject to the applicable ALN-AGT Maximum Development Costs), and (b) with respect to the XXX-XXX Xxxxx 0 Development Costs, until the conclusion of the XXX-XXX Xxxxx 0 Trial (subject to the applicable ALN-AGT Maximum Development Costs). For clarity, Blackstone will have no obligation to fund any Funding Tranche of the Vutrisiran Development Costs unless and until the corresponding Development Event has been met. With respect to each Funding Tranche, such payments will be made quarterly within forty-five (45) days following Blackstone’s receipt of an invoice from Alnylam for such quarterly payment, which invoice will be issued within ten (10) days following the start of each Calendar Quarter in the foregoing time periods.