Common use of Designated Target Option Clause in Contracts

Designated Target Option. From time to time during the Novartis Exclusivity Term, Licensee shall have the right, upon written notice to Alnylam, to select any Target in the Field which is not a Blocked Target for submission by Alnylam to Novartis pursuant to the terms of the Novartis Agreement (a “Submitted Target”). Alnylam shall promptly provide notice to Novartis of the Submitted Target(s) in accordance with the provisions of the Novartis Agreement, and Licensee shall cooperate with Alnylam in providing any information reasonably requested by Novartis (but not the identity of Licensee or any of Licensee’s RNAi Compounds) in order for Novartis to determine whether or not to pursue Discovery, Development and/or Commercialization activities directed to such Submitted Target. If Novartis notifies Alnylam that it wishes (as such term is used in the Novartis Agreement) to pursue Discovery, Development and/or Commercialization activities directed to such Submitted Target, then Alnylam shall so notify Licensee promptly upon Alnylam’s receipt of such notification, and such Target shall be deemed a Blocked Target for purposes of this Agreement. If Alnylam receives notice from Novartis that Novartis has no interest in pursuing Discovery, Development and/or Commercialization activities directed to such Submitted Target, or if Novartis otherwise waives its right to such Submitted Target under the terms of the Novartis Agreement, then Alnylam shall notify Licensee promptly upon Alnylam’s receipt of such notification or waiver. In such event, such rejected or waived Submitted Target shall be deemed a “Designated Target” for all purposes under this Agreement, Licensee shall be deemed to have exercised its option with respect to such Submitted Target (each, a “Designated Target Option”), and Licensee shall be free, upon [**] pursuant to Section 5.5, to Discover, Develop, Commercialize or Manufacture RNAi Compounds and RNAi Products directed to such Designated Target in accordance with the terms hereof without further risk of such Target becoming a Blocked Target.

Designated Target Option. From time to time during the Novartis Exclusivity Term, Licensee shall have the right, upon written notice to Alnylam, to select any Target in the Field which is not a Blocked Target for submission by Alnylam to Novartis pursuant to the terms of the Novartis Agreement (a “Submitted Target”). Alnylam shall promptly provide notice to Novartis of the Submitted Target(s) in accordance with the provisions of the Novartis Agreement, and Licensee shall cooperate with Alnylam in providing any information reasonably requested by Novartis (but not the identity of Licensee or any of Licensee’s RNAi Compounds) in order for Novartis to determine whether or not to pursue Discovery, Development and/or Commercialization activities directed to such Submitted Target. If Novartis notifies Alnylam that it wishes (as such term is used in the Novartis Agreement) to pursue Discovery, Development and/or Commercialization activities directed to such Submitted Target, then Alnylam shall so notify Licensee promptly upon Alnylam’s receipt of such notification, and such Target shall be deemed a Blocked Target for purposes of this Agreement. If Alnylam receives notice from Novartis that Novartis has no interest in pursuing Discovery, Development and/or [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Commercialization activities directed to such Submitted Target, or if Novartis otherwise waives its right to such Submitted Target under the terms of the Novartis Agreement, then Alnylam shall notify Licensee promptly upon Alnylam’s receipt of such notification or waiver. In such event, such rejected or waived Submitted Target shall be deemed a “Designated Target” for all purposes under this Agreement, Licensee shall be deemed to have exercised its option with respect to such Submitted Target (each, a “Designated Target Option”), and Licensee shall be free, upon [**] pursuant to Section 5.5, to Discover, Develop, Commercialize or Manufacture RNAi Compounds and RNAi Products directed to such Designated Target in accordance with the terms hereof without further risk of such Target becoming a Blocked Target.

Designated Target Option. From time to time No more frequently than [**] during the Novartis Exclusivity Term, Licensee Takeda shall have the right, upon written notice to Alnylam, to select any Target up to [**] Targets in the Field Field, which is have been confirmed by the Gatekeeper pursuant to Section 3.7(a)(i) not a to be Blocked Target Targets, for submission by Alnylam the Gatekeepers to Novartis pursuant to the terms of the Novartis Agreement (a “Submitted Target”); provided that such [**] Target limit shall not apply until such time as such process has identified at least [**] Targets as Designated Targets. Alnylam The Gatekeepers shall promptly provide notice to Novartis of the Submitted Target(s) in accordance with the provisions as promptly as practicable, but no later than [**] after its receipt of the Novartis AgreementTakeda’s request, and Licensee Takeda shall cooperate with Alnylam the Gatekeepers in providing any information reasonably requested by Novartis (but not the identity of Licensee Takeda or any of LicenseeTakeda’s RNAi CompoundsCompounds and Indications thereof) in order for Novartis to determine whether or not to pursue Discovery, Development and/or Commercialization activities directed to a Submitted Target. During the period of time between Alnylam providing notice to Novartis of such Submitted TargetTargets until Alnylam receives a response from Novartis, Alnylam shall not, other than to Novartis, (a) grant any exclusive rights to any Third Party in or to such Submitted Target or (b) disclose any information regarding such Submitted Target to any Third Party, including, without limitation, any Pre-Existing Alliance Party. If Novartis notifies Alnylam the Gatekeepers that it wishes (as such term is used in the Novartis Agreement) to pursue Discovery, Development and/or Commercialization activities directed to such a Submitted Target, then Alnylam the Gatekeepers shall so notify Licensee Takeda and Alnylam promptly upon Alnylam’s the Gatekeepers’ receipt of such notification, and such Target shall be deemed a Blocked Target for purposes of this Agreement. If Alnylam receives the Gatekeepers receive notice from Novartis that Novartis has no interest in pursuing Discovery, Development and/or Commercialization activities directed to such a Submitted Target, or if Novartis otherwise waives its right to such a Submitted Target under the terms of the Novartis Agreement, then Alnylam the Gatekeepers shall notify Licensee Takeda and Alnylam promptly upon Alnylam’s the Gatekeepers’ receipt of such notification or waiver. In such event, such rejected or waived Submitted Target shall be deemed a “Designated Target” for all purposes under this Agreement, Licensee Takeda shall be deemed to have exercised its the option with respect to such Submitted Target (each, a “Designated Target Option”), and Licensee any Designated Target will not thereafter become a Blocked Target (i.e., once a Target becomes a Designated Target, Alnylam shall not grant any exclusive license with respect to such Target to any Third Party, including Novartis). Takeda shall be free, upon [**] pursuant free to Section 5.5, to Discover, Develop, Commercialize or and Manufacture RNAi Compounds and RNAi Products in the Field directed to such any Designated Target in accordance with the terms hereof without further risk of such Target becoming a Blocked Target. Further, after expiration of the Novartis Exclusivity Term, no Takeda Reserved Target shall become a Blocked Target and all Takeda Reserved Targets shall henceforth be deemed Designated Targets.