Back-up Products. If a Product is abandoned during development after one or more of the first three (3) milestone payments according to Art. 7.2.1, 7.2.2 or 7.2.3 above has been made, and if a back-up Product is developed to replace such abandoned Product, then no milestone payment shall be made in respect of the back-up Product which milestone payment has already been made in respect of the abandoned Product.

Back-up Products. Subject to Sections 13.2 (Future Acquisition of a Party or its Business), 13.3.1 (Acquired Programs) and 13.3.2 (Acquired Programs), Alnylam hereby grants to Genzyme a series of exclusive options (each, a “Back-Up Option”), under each of which Genzyme shall have the right, but not the obligation, to take a license on the terms set forth in these Co-Co License Terms, to any siRNA that targets the same Licensed Target as a Co-Co Licensed Product (a “Back-Up Product”) and for which Alnylam has determined the GLP toxicology studies will be conducted during the Back-Up Option Period. Genzyme may exercise the Back-Up Option with respect to such Back-Up Product by delivering written notice to Alnylam at any time during the Back-Up Option Period (the “Back-Up Option Exercise Notice”). Upon delivery of the Back-Up Option Exercise Notice to Alnylam, the applicable Back-Up Product shall automatically be deemed to be a Co-Co Licensed Product for all purposes under the Collaboration Agreement and the license from Alnylam to Genzyme for such Co-Co Licensed Product shall automatically, with no further action by any Party, go into full force and effect and all obligations of Alnylam and Genzyme set forth in these Co-Co License Terms, including the payment obligations set forth herein, shall become the binding obligations of the applicable Party in respect of such Co-Co Licensed Product. Upon the expiration of the Back-Up Option Period, all Back-Up Options not previously exercised shall automatically terminate. 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

Back-up Products. If a milestone payment is paid with respect to the achievement of a milestone by a Licensed Therapeutic Product, the achievement of the same milestone by a Licensed Therapeutic Product that is a Back-up Product to the original Licensed Therapeutic Product would not obligate FivePrime to again pay such milestone payment. For the purpose of the previous sentence, a “Back-up Product” means a Licensed Therapeutic Product that FivePrime substitutes for a Licensed Therapeutic Product that FivePrime abandons during development due to lack of production scalability, poor pharmacokinetics, lack of sufficient pharmacodynamic effects, insufficient efficacy, poor tolerability, safety concerns or toxicity.

Back-up Products. [*****] ----------------- ***** REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [*****]

Back-up Products. (a) Subject to Sections 13.2 (Future Acquisition of a Party or its Business) and 13.3 (Acquired Programs), Alnylam hereby grants to Genzyme a series of exclusive options (each, a “Back-Up Option”), under each of which Genzyme shall have the right, but not the obligation, to take a license on the terms set forth in the this Agreement to any product that would be a Back-Up Product if such option were exercised (a “Potential Back-Up Product”).

Back-up Products. For Back-up Products, BioMarin shall pay to Repligen non-refundable, non-creditable royalty payments during the applicable Royalty Term, as calculated (i) by multiplying the applicable royalty rate set forth below by the corresponding amount of incremental Net Sales of such Products in the applicable calendar year and (ii) by subsequently making all applicable adjustments in accordance with Section 4.3(d). Annual Net Sales of Back-up Products Royalty Rate for Back-up Products other than Derived Products Royalty Rate for Derived Products4 For that portion of annual Net Sales that is less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] but less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] but less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] but less than or equal to $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% For that portion of annual Net Sales that is greater than $[**Confidential Treatment Requested**] [**Confidential Treatment Requested**]% [**Confidential Treatment Requested**]% 4 Royalties shall only be payable for [**Confidential Treatment Requested**] Products for which enrollment of the first patient in [**Confidential Treatment Requested**] occurs prior to [**Confidential Treatment Requested**]. For any [**Confidential Treatment Requested**] Product for which enrollment of the first patient in [**Confidential Treatment Requested**] occurs on or after [**Confidential Treatment Requested**], the royalty rate will be [**Confidential Treatment Requested**] percent ([**Confidential Treatment Requested**]%). [**Confidential Treatment Requested**]

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New Products You agree to comply with NASD Notice to Members 5-26 recommending best practices for reviewing new products.
Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.
Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.
Competing Products The provisions of Section 21 are set forth on attached Exhibit H and are incorporated in this Section 21 by this reference.
Licensed Product “Licensed Product” shall mean any article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights. For clarity, a “Licensed Product” shall not include other product or material that (a) is used in combination with Licensed Product, and (b) does not constitute an article, composition, apparatus, substance, chemical material, method, process or service whose manufacture, use, or sale is covered or claimed by a Valid Claim within the Patent Rights.
Additional Products Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or lease all current or new products manufactured, utilized, licensed, sold or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.
Product The term “
Combination Product The term “
Products 1.1. The information (including but not limited to the quantity, rated hashrate, unit price (“Unit Price”), total price for one item (“Total Price (One Item)”), total price for all the items (“Total Purchase Price”) of Products to be purchased by Party B from Party A is as follows (“Products”):
Company Products Schedule 2.10(d) of the Company Disclosure Letter lists all Company Products, and for each such product or feature (and each version thereof) identifying its release date.

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