Contractual Obligations under Listed Alnylam Third Party Agreements. (i) For the avoidance of doubt, the grants by Alnylam under Alnylam Intellectual Property set forth in Sections 3.1(a) through (c) include, subject to Section 3.1(f)(ii), the sublicense of all Alnylam Intellectual Property that is not owned by Alnylam, and the license and sublicense of Alnylam Intellectual Property acquired or licensed after the Effective Date. Novartis's rights and licenses under such Alnylam Intellectual Property are limited to the rights granted to Alnylam under Third Party agreements granting Alnylam rights thereunder and Novartis shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements. In the event that Alnylam or its Affiliates acquires or licenses any rights under additional Alnylam Intellectual Property such additional Alnylam Intellectual Property shall be automatically included in the scope of the rights under Alnylam Intellectual Property granted to Novartis pursuant to Sections 3.1(a) through (c); provided, however, that in the event that such rights thereunder subject Alnylam's or its Affiliates' sublicensees to restrictions and other terms, Alnylam shall deliver a copy of such agreement (provided that Alnylam may redact terms that do not relate to Novartis's rights or obligations under this Agreement). Novartis shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements. In the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product, Alnylam shall use its best efforts to ensure that such rights include the right to sublicense to Novartis such Broad RNAi Intellectual Property or any other Alnylam Intellectual Property Covering a Collaboration Product. Notwithstanding the foregoing, it shall not be deemed a breach of this Section 3.1(f)(i) for Novartis to fail to comply with a provision of any such Third Party agreement that Novartis has not received from Alnylam.
Contractual Obligations under Listed Alnylam Third Party Agreements. (i) For the avoidance of doubt, the grants by Alnylam under Licensed Intellectual Property set forth in Section 2.1(a) include, subject to Section 2.3(b)(ii), the sublicense of Licensed Intellectual Property that is not owned by Alnylam or Alnylam Europe AG. Licensee’s rights and licenses under such Licensed Intellectual Property are limited to the rights granted by Listed Counterparties to Alnylam under the Listed Alnylam Third Party Agreements and by Xxx Xxxxxx to Alnylam Europe AG under the Xxx Xxxxxx European License Agreement, and Licensee shall comply, and cause its Affiliates and Licensee Partners to comply, with those restrictions and other terms applicable to sublicensees under such agreements, certain of which restrictions and terms are summarized on Schedule D-2. Without limiting the generality of the foregoing, Licensee acknowledges that certain obligations are imposed on sublicensees of certain of the sublicensed Licensed Intellectual Property, and agrees to comply (to the extent access to obligations and requirements have been made available to Licensee in unredacted form), and to require its Affiliates and Licensee Partners to comply, with such obligations and requirements. Notwithstanding the above, at the request of Licensee, which request shall be made within the [**] period prior to First Commercial Sale of the first Licensed Product, Alnylam shall use commercially reasonable efforts to seek to harmonize the accounting and royalty reporting provisions under the Listed Third Party Agreements with the accounting and royalty reporting provisions set forth in this Agreement.
Contractual Obligations under Listed Alnylam Third Party Agreements. (i) For the avoidance of doubt, the grants by Alnylam under Alnylam Intellectual Property set forth in Section 3.1(a) include, subject to this Section 3.6(b)(i), the sublicense of Alnylam Intellectual Property that is not owned by Alnylam. Takeda’s rights and licenses under such Alnylam Intellectual Property are limited to the rights granted by Listed Counterparties to Alnylam under the Listed Alnylam Third Party Agreements, and Takeda shall comply, and cause its Affiliates and sublicensees to comply, with those restrictions and other terms applicable to sublicensees under such agreements. True and correct redacted copies of such Listed Alnylam Third Party Agreements have been made available to Takeda.
