Common use of Certain Sublicense Terms Clause in Contracts

Certain Sublicense Terms. (Section 1.5) • Alnylam will only have the right to grant sublicenses if such sublicense (a) is granted in conjunction with a license or sublicense of Alnylam’s rights under proprietary intellectual property that is in addition to the Rockefeller Patent Rights, and (b) is granted in connection with a bona fide collaboration with one or more third parties established by written agreement that is for purposes of research and/or development of products under a jointly prepared research plan. • Alnylam will prohibit the sublicensee from further sublicensing and require the sublicensee to comply with the terms and conditions of the Tuschl Agreement (other than Alnylam’s payment and reporting obligations). § Within thirty (30) days after Alnylam enters into a sublicense agreement, Alnylam will deliver to Rockefeller a copy of the sublicense agreement which may be redacted except with respect to terms, including financial terms that re not relevant to Alnylam’s obligations under the Tuschl Agreement. • Upon an Alnylam bankruptcy event, payments due to Alnylam from its Affiliates or sublicensees under the sublicense agreement in the form of milestone payments and royalties on Licensed Products will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Alnylam. Upon receipt of such funds, Rockefeller will remit to Alnylam the amount by which such payments exceed the amounts owed by Alnylam to Rockefeller. § Alnylam is primarily liable to Rockefeller for any act or omission of a sublicensee that would be a breach of the Sxxxxxx Agreement if performed or omitted by Alnylam, and Alnylam will be deemed to be in breach of the Sxxxxxx Agreement as a result of such act or omission. Diligence (Section 2) • Alnylam must provide Rockefeller within 30 days of the third and each subsequent anniversary of the Effective Date with written progress reports discussing the development, evaluation, testing and commercialization of all Licensed Products. Payment Obligations (Sections 3 and 4) • The following milestones are payable for each Licensed Product against an individual Gene Target: Receipt of IND approval. $[**] Dosing of first patient in Phase II Clinical Trials. $[**] Dosing of first patient in Phase III Clinical Trials. $[**] Receipt of NDA approval. $[**] • • A [**]% royalty is payable to Rockefeller on Net Sales of Licensed Products by Alnylam, its Affiliates and its sublicensees (no offsets). • If Rockefeller grants a license under the Rockefeller Patent Rights to any third party, which will permit such third party to manufacture or sell for any use within the scope of the license at a lower royalty rate than that provided in the Tuschl Agreement, Rockefeller will promptly notify Alnylam of such license, including all material terms and conditions of such license, and offer to Alnylam the lower royalty rates and all of the material terms and conditions of such license. If Alnylam accepts such terms in writing, the royalty rate and all material terms and conditions of such notice shall thereafter apply to Alnylam and the parties will promptly execute an amendment to the Tuschl Agreement reflecting such terms and conditions. • Alnylam must pay Rockefeller a one-time fee of $[**] within 30 days after granting a sublicense to a permitted sublicensee. • Payments are due to Rockefeller within 60 days after the end of the quarter in which the royalties or fees accrue. Books and Records (Sections 4.3 and 4.4) • Sub-licensees are required to keep complete and accurate books and records to verify Sales, Net Sales, and all of the royalties, fees, and other payments payable under the Tuschl Agreement. The records for each quarter will be maintained for at least 3 years after submission of the applicable report required under the Tuschl Agreement. • Upon reasonable prior written notice to Alnylam, sublicensees will provide an independent, reputable CPA appointed by Rockefeller and reasonably acceptable to Alnylam with access to all of the books and records required by the Tuschl Agreement to conduct a review or audit of Sales, Net Sales, and all of the royalties, fees, and other payments payable under the Tuschl Agreement. If the audit determines that Alnylam has underpaid any royalty payment by 5% or more, Alnylam will also promptly pay the costs of the review or audit. Non-Use of Name (Section 5.4) • Sublicensees may not use the name, logo, seal, trademark, or service mxxx (including any adaptation of them) of Rockefeller or any Rockefeller school, organization, employee, student or representative, without the prior written consent of Rockefeller. Termination (Section 6.2) • Alnylam may terminate for convenience • Alnylam must promptly inventory all finished product and works-in-product of Licensed Products of its sublicensees. Inventory may be sold off unless Rockefeller terminates for a breach by Alnylam or its sublicensees or Alnylam’s bankruptcy.

Certain Sublicense Terms. (Section 1.5) • Alnylam will only have the right to grant sublicenses if such sublicense (a) is granted in conjunction with a license or sublicense of Alnylam’s rights under proprietary intellectual property that is in addition to the Rockefeller Patent Rights, and (b) is granted in connection with a bona fide collaboration with one or more third parties established by written agreement that is for purposes of research and/or development of products under a jointly prepared research plan. • Alnylam will prohibit the sublicensee from further sublicensing and require the sublicensee to comply with the terms and conditions of the Tuschl Agreement (other than Alnylam’s payment and reporting obligations). § ■ Within thirty (30) days after Alnylam enters into a sublicense agreement, Alnylam will deliver to Rockefeller a copy of the sublicense agreement which may be redacted except with respect to terms, including financial terms that re not relevant to Alnylam’s obligations under the Tuschl Agreement. • Upon an Alnylam bankruptcy event, payments due to Alnylam from its Affiliates or sublicensees under the sublicense agreement in the form of milestone payments and royalties on Licensed Products will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Alnylam. Upon receipt of such funds, Rockefeller will remit to Alnylam the amount by which such payments exceed the amounts owed by Alnylam to Rockefeller. § ***Confidential Treatment Requested ■ Alnylam is primarily liable to Rockefeller for any act or omission of a sublicensee that would be a breach of the Sxxxxxx Xxxxxxx Agreement if performed or omitted by Alnylam, and Alnylam will be deemed to be in breach of the Sxxxxxx Xxxxxxx Agreement as a result of such act or omission. Diligence (Section 2) • Alnylam must provide Rockefeller within 30 days of the third and each subsequent anniversary of the Effective Date with written progress reports discussing the development, evaluation, testing and commercialization of all Licensed Products. Payment Obligations (Sections 3 and 4) • The following milestones are payable for each Licensed Product against an individual Gene Target: Receipt of IND approval. $$ [...***...] Dosing of first patient in Phase II Clinical Trials. $$ [...***...] Dosing of first patient in Phase III Clinical Trials. $$ [...***...] Receipt of NDA approval. $$ [...***...] • • A [...***...]% royalty is payable to Rockefeller on Net Sales of Licensed Products by Alnylam, its Affiliates and its sublicensees (no offsets). • If Rockefeller grants a license under the Rockefeller Patent Rights to any third party, which will permit such third party to manufacture or sell for any use within the scope of the license at a lower royalty rate than that provided in the Tuschl Agreement, Rockefeller will promptly notify Alnylam of such license, including all material terms and conditions of such license, and offer to Alnylam the lower royalty rates and all of the material terms and conditions of such license. If Alnylam accepts such terms in writing, the royalty rate and all material terms and conditions of such notice shall thereafter apply to Alnylam and the parties will promptly execute an amendment to the Tuschl Agreement reflecting such terms and conditions. • Alnylam must pay Rockefeller a one-time fee of $[...***...] within 30 days after granting a sublicense to a permitted sublicensee. • Payments are due to Rockefeller within 60 days after the end of the quarter in which the royalties or fees accrue. Books and Records (Sections 4.3 and 4.4) • Sub-licensees are required to keep complete and accurate books and records to verify Sales, Net Sales, and all of the royalties, fees, and other payments payable under ***Confidential Treatment Requested the Tuschl Agreement. The records for each quarter will be maintained for at least 3 years after submission of the applicable report required under the Tuschl Agreement. • Upon reasonable prior written notice to Alnylam, sublicensees will provide an independent, reputable CPA appointed by Rockefeller and reasonably acceptable to Alnylam with access to all of the books and records required by the Tuschl Agreement to conduct a review or audit of Sales, Net Sales, and all of the royalties, fees, and other payments payable under the Tuschl Agreement. If the audit determines that Alnylam has underpaid any royalty payment by 5% or more, Alnylam will also promptly pay the costs of the review or audit. Non-Use of Name (Section 5.4) • Sublicensees may not use the name, logo, seal, trademark, or service mxxx xxxx (including any adaptation of them) of Rockefeller or any Rockefeller school, organization, employee, student or representative, without the prior written consent of Rockefeller. Termination (Section 6.2) • Alnylam may terminate for convenience • Alnylam must promptly inventory all finished product and works-in-product of Licensed Products of its sublicensees. Inventory may be sold off unless Rockefeller terminates for a breach by Alnylam or its sublicensees or Alnylam’s bankruptcy.

Certain Sublicense Terms. (Section 1.5) • Alnylam will only have the right to grant sublicenses if such sublicense (a) is granted in conjunction with a license or sublicense of Alnylam’s rights under proprietary intellectual property that is in addition to the Rockefeller Patent Rights, and (b) is granted in connection with a bona fide collaboration with one or more third parties established by written agreement that is for purposes of research and/or development of products under a jointly prepared research plan. • · Alnylam will prohibit the sublicensee from further sublicensing and require the sublicensee to comply with the terms and conditions of the Tuschl Agreement (other than Alnylam’s payment and reporting obligations)Xxxxxxx Agreement. § · Within thirty (30) days after Alnylam enters into a sublicense agreement, Alnylam will deliver to Rockefeller a copy of the sublicense agreement which may be redacted except with respect to terms, including financial terms content that re is not relevant to Alnylam’s obligations under the Tuschl Xxxxxxx Agreement. • Upon an Alnylam bankruptcy event, payments due to Alnylam from its Affiliates or sublicensees under the sublicense agreement in the form of milestone payments and royalties on Licensed Products will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Alnylam. Upon receipt of such funds, Rockefeller will remit to Alnylam the amount by which such payments exceed the amounts owed by Alnylam to Rockefeller. § · Alnylam is primarily liable to Rockefeller for any act or omission of a sublicensee that would be a breach of the Sxxxxxx Xxxxxxx Agreement if performed or omitted by Alnylam, and Alnylam will be deemed to be in breach of the Sxxxxxx Xxxxxxx Agreement as a result of such act or omission. Diligence (Section 2) • Alnylam must provide Rockefeller within 30 days · By end of the third and each subsequent anniversary year 2007, Alnylam (or sublicensees) will select the method of delivery. · By the end of the Effective Date with written progress reports discussing year 2008, Alnylam (or sublicensees) will optimize the developmentlead compound. · By the end of the year 2010, evaluation, testing and commercialization of all Licensed Products. Alnylam (or sublicensees) will conclude preclinical development Payment Obligations (Sections 3 and 4) • · The following milestones are payable for each payable: · First issuance in the U.S. of a patent under the Rockefeller Patent Rights covering a Licensed Product against an individual Gene Target: Receipt of IND approval. $· $ [***] Dosing · First dosing of first patient a subject in a Phase II Clinical Trials. $clinical trial for the first Licensed Product · $ [***] Dosing · Approval by the U.S. FDA of a New Drug Application for the first patient in Phase III Clinical Trials. $Licensed Product · $ [***] Receipt of NDA approval. $· A [**] • • A [**]% royalty is payable to Rockefeller on Net Sales of Licensed Products by Alnylam, its Affiliates and its sublicensees (no offsets). • · If Rockefeller Alnylam grants a license sublicense under the Rockefeller Patent Rights to any third party, which will permit Xxxxxxx Agreement and receives payment in connection with such third party to manufacture or sell for any use within the scope of the license at a lower royalty rate than that provided grant in the Tuschl Agreementform of upfront fees, maintenance fees and milestone payments (net of any sums due to Rockefeller under this Agreement for the same milestone event), Alnylam will promptly notify Alnylam of such license, including all material terms and conditions of such license, and offer to Alnylam the lower royalty rates and all of the material terms and conditions of such license. If Alnylam accepts such terms in writing, the royalty rate and all material terms and conditions of such notice shall thereafter apply to Alnylam and the parties will promptly execute an amendment to the Tuschl Agreement reflecting such terms and conditions. • Alnylam must pay Rockefeller a one-time fee of $[**] within 30 days after granting *]% of such payments, excluding payments for costs incurred by Alnylam, Payments to Alnylam in the form of royalties paid by a sublicensee, equity investments in Alnylam by a sublicensee, loan proceeds paid to Alnylam by a sublicensee in an arms length transaction, full recourse debt financing and research and development funding paid to Alnylam in a bona fide transaction are also excluded from the sublicense to a permitted sublicenseeincome calculation. • · Payments are due to Rockefeller within 60 days after the end of the quarter in which the royalties or fees accrue. Books and Records (Sections 4.3 and 4.4) • · Sub-licensees are required to keep complete and accurate books and records to verify Sales, Net Sales, and all of the royalties, fees, and other payments payable under the Tuschl Xxxxxxx Agreement. The records for each quarter will be maintained for at least 3 three (3) years after submission of the applicable report required under the Tuschl Xxxxxxx Agreement. • · Upon reasonable prior written notice to Alnylam, sublicensees will provide an independent, reputable CPA appointed by Rockefeller and reasonably acceptable to Alnylam with access to all of the books and records required by the Tuschl Xxxxxxx Agreement to conduct a review or audit of Sales, Net Sales, and all of the royalties, fees, and other payments payable under the Tuschl Xxxxxxx Agreement. If the audit determines that Alnylam has underpaid any royalty payment by 5% or more, Alnylam will also promptly pay the costs of the review or audit. Non-Use of Name (Section 5.4) • Sublicensees may not use the name, logo, seal, trademark, or service mxxx (including any adaptation of them) of Rockefeller or any Rockefeller school, organization, employee, student or representative, without the prior written consent of Rockefeller. Termination (Section 6.2) • Alnylam may terminate for convenience • Alnylam must promptly inventory all finished product and works-in-product of Licensed Products of its sublicensees. Inventory may be sold off unless Rockefeller terminates for a breach by Alnylam or its sublicensees or Alnylam’s bankruptcy.

Certain Sublicense Terms. (Section 1.5) • Alnylam will only have the right to grant sublicenses if such sublicense (a) is granted in conjunction with a license or sublicense of Alnylam’s rights under proprietary intellectual property that is in addition to the Rockefeller Patent Rights, and (b) is granted in connection with a bona fide collaboration with one or more third parties established by written agreement that is for purposes of research and/or development of products under a jointly prepared research plan. • Alnylam will prohibit the sublicensee from further sublicensing and require the sublicensee to comply with the terms and conditions of the Tuschl Agreement (other than Alnylam’s payment and reporting obligations)Sxxxxxx Agreement. § • Within thirty (30) days after Alnylam enters into a sublicense agreement, Alnylam will deliver to Rockefeller a copy of the sublicense agreement which may be redacted except with respect to terms, including financial terms content that re is not relevant to Alnylam’s obligations under the Tuschl Sxxxxxx Agreement. • Upon an Alnylam bankruptcy event, payments due to Alnylam from its Affiliates or sublicensees under the sublicense agreement in the form of milestone payments and royalties on Licensed Products will, upon notice from Rockefeller to such Affiliate or sublicensee, become payable directly to Rockefeller for the account of Alnylam. Upon receipt of such funds, Rockefeller will remit to Alnylam the amount by which such payments exceed the amounts owed by Alnylam to Rockefeller. § Alnylam is primarily liable to Rockefeller for any act or omission of a sublicensee that would be a breach of the Sxxxxxx Agreement if performed or omitted by Alnylam, and Alnylam will be deemed to be in breach of the Sxxxxxx Agreement as a result of such act or omission. Diligence (Section 2) • Alnylam must provide Rockefeller within 30 days By end of the third and each subsequent anniversary year 2007, Alnylam (or sublicensees) will select the method of delivery. • By the end of the Effective Date with written progress reports discussing year 2008, Alnylam (or sublicensees) will optimize the developmentlead compound. • By the end of the year 2010, evaluation, testing and commercialization of all Licensed Products. Alnylam (or sublicensees) will conclude preclinical development Payment Obligations (Sections 3 and 4) • The following milestones are payable for each payable: • First issuance in the U.S. of a patent under the Rockefeller Patent Rights covering a Licensed Product against an individual Gene Target: Receipt of IND approval. • $[***] Dosing • First dosing of first patient a subject in a Phase II Clinical Trials. clinical trial for the first Licensed Product • $[***] Dosing • Approval by the U.S. FDA of a New Drug Application for the first patient in Phase III Clinical Trials. Licensed Product • $[**] Receipt of NDA approval. $[**] • • A [***]% royalty is payable to Rockefeller on Net Sales of Licensed Products by Alnylam, its Affiliates and its sublicensees (no offsets). • If Rockefeller Alnylam grants a license sublicense under the Rockefeller Patent Rights to any third party, which will permit Sxxxxxx Agreement and receives payment in connection with such third party to manufacture or sell for any use within the scope of the license at a lower royalty rate than that provided grant in the Tuschl Agreementform of upfront fees, maintenance fees and milestone payments (net of any sums due to Rockefeller under this Agreement for the same milestone event), Alnylam will promptly notify Alnylam of such license, including all material terms and conditions of such license, and offer to Alnylam the lower royalty rates and all of the material terms and conditions of such license. If Alnylam accepts such terms in writing, the royalty rate and all material terms and conditions of such notice shall thereafter apply to Alnylam and the parties will promptly execute an amendment to the Tuschl Agreement reflecting such terms and conditions. • Alnylam must pay Rockefeller a one-time fee of $[**] within 30 days after granting *]% of such payments, excluding payments for costs incurred by Alnylam, Payments to Alnylam in the form of royalties paid by a sublicensee, equity investments in Alnylam by a sublicensee, loan proceeds paid to Alnylam by a sublicensee in an arms length transaction, full recourse debt financing and research and development funding paid to Alnylam in a bona fide transaction are also excluded from the sublicense to a permitted sublicenseeincome calculation. • Payments are due to Rockefeller within 60 days after the end of the quarter in which the royalties or fees accrue. Books and Records (Sections 4.3 and 4.4) • Sub-licensees are required to keep complete and accurate books and records to verify Sales, Net Sales, and all of the royalties, fees, and other payments payable under the Tuschl Sxxxxxx Agreement. The records for each quarter will be maintained for at least 3 three (3) years after submission of the applicable report required under the Tuschl Sxxxxxx Agreement. • Upon reasonable prior written notice to Alnylam, sublicensees will provide an independent, reputable CPA appointed by Rockefeller and reasonably acceptable to Alnylam with access to all of the books and records required by the Tuschl Sxxxxxx Agreement to conduct a review or audit of Sales, Net Sales, and all of the royalties, fees, and other payments payable under the Tuschl Sxxxxxx Agreement. If the audit determines that Alnylam has underpaid any royalty payment by 5% or more, Alnylam will also promptly pay the costs of the review or audit. Non-Use of Name (Section 5.4) • Sublicensees may not use the name, logo, seal, trademark, or service mxxx (including any adaptation of them) of Rockefeller or any Rockefeller school, organization, employee, student or representative, without the prior written consent of Rockefeller. Termination (Section 6.2) • Alnylam may terminate for convenience • Alnylam must promptly inventory all finished product and works-in-product of Licensed Products of its sublicensees. Inventory may be sold off unless Rockefeller terminates for a breach by Alnylam or its sublicensees or Alnylam’s bankruptcy.