Common use of Manufacturing Licenses Clause in Contracts

Manufacturing Licenses. Subject to the terms and conditions of this Agreement and the applicable RLP Supply Agreement (if any), on a Regional Target-by-Regional Target basis, effective upon the Option Exercise Date for each Regional Target, Surface hereby grants Novartis a non-transferable (except as provided in Section 16.1), sublicensable (subject to Section 9.2.1.4), exclusive (even as to Surface) license under Surface Technology to Manufacture such Regional Antibody Candidates and Regional Licensed Products anywhere in the world solely for (a) Research, Development and Commercialization in the Field in the Novartis Territory and, to the extent permitted under this Agreement or any RLP Supply Agreement, for Research and Development in the Field in the Surface Territory; and (b) to the extent provided for under Section 8.2.3 or 8.3 or elsewhere under this Agreement or any RLP Supply Agreement, to supply (or have supplied) to Surface or use in the Field. Notwithstanding the foregoing, Surface 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. retains the right under the Surface Technology, with the right to grant licenses through multiple tiers in accordance with Section 9.2.2.4, which shall apply mutatis mutandis, to Manufacture Regional Antibody Candidates and Regional Licensed Products anywhere in the world (a) for Research and Development in the Field as and to the extent provided in any approved RLP Development Plan, or permitted under Section 8.3 or elsewhere under this Agreement or under any RLP Supply Agreement and (b) to the extent provided for under Section 8.2.3 or any RLP Supply Agreement for Commercialization in the Field in the Surface Territory.

Manufacturing Licenses. Subject to the terms and conditions of this Agreement and the applicable RLP Supply Agreement (if any), on a Regional Target-by-Regional Target basis, effective upon the Option Exercise Date for each Regional Target, Surface Novartis hereby grants Novartis Surface a non-transferable (except as provided in Section 16.1), sublicensable (subject to Section 9.2.1.4), exclusive (even as to Surface) license under Surface Technology to Manufacture such Regional Antibody Candidates and Regional Licensed Products anywhere in the world solely for (a) Research, Development and Commercialization in the Field in the Novartis Territory and, to the extent permitted under this Agreement or any RLP Supply Agreement, for Research and Development in the Field in the Surface Territory; and (b) to the extent provided for under Section 8.2.3 or 8.3 or elsewhere under this Agreement or any RLP Supply Agreement, to supply (or have supplied) to Surface or use in the Field. Notwithstanding the foregoing, Surface 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (subject to Section 9.2.2.4), exclusive (even as to Novartis) license under Novartis Technology to Manufacture such Regional Antibody Candidates and Regional Licensed Products anywhere in the world solely for (a) Research and Development as and to the extent provided in any approved RLP Development Plan, or permitted elsewhere under this Agreement or any RLP Supply Agreement and (b) to the extent provided for under Section 8.2.3 or 8.3 or elsewhere under this Agreement or any RLP Supply Agreement, for Commercialization in the Surface Territory. Notwithstanding the foregoing, Novartis retains the right under the Surface Novartis Technology, with the right to grant licenses through multiple tiers in accordance with Section 9.2.2.4, which shall apply mutatis mutandis, to Manufacture Regional Antibody Candidates and Regional Licensed Products anywhere in the world (a) for Research Research, Development and Development Commercialization in the Field as and Novartis Territory and, to the extent provided in any approved RLP Development Plan, or permitted under pursuant to Section 8.3 5.2.2 or elsewhere under this Agreement or under any RLP Supply Agreement for Research and Development in the Surface Territory, and (b) to the extent provided for under permitted pursuant to Section 8.2.3 or Section 8.3.3 or elsewhere under this Agreement or any RLP Supply Agreement for Commercialization in the Field in the Surface TerritoryAgreement, to supply (or have supplied to) Surface.

Manufacturing Licenses. Subject to the terms and conditions of this Agreement and the applicable RLP Supply Agreement (if any), on On a Regional TargetCo-Co Licensed Product-by-Regional Target Co-Co Licensed Product basis, subject to the provisions of these Co-Co License Terms (including Section 10.4.1.4 (Exception to Exclusivity)), and any Co-Co Clinical Supply Agreement and Co-Co Commercial Supply Agreement, effective upon the Option Exercise Implementation Date for each Regional Targetsuch Co-Co Licensed Product, Surface Alnylam hereby grants Novartis Genzyme (i) a non-transferable (except as provided in Section 16.113.1 of the Master Agreement (Assignment)), sublicensable (subject to Section 9.2.1.47.1.4 (Sublicensing Terms)), worldwide, non-exclusive (even as to Surface) license under Surface Alnylam Technology to Manufacture such Regional Antibody Candidates and Regional Co-Co Licensed Products anywhere in Product inside or outside the world Genzyme Territory solely for (a) Research, Development and or Commercialization in the Field in the Novartis Genzyme Territory and, to the extent permitted under this Agreement or any RLP Supply Agreementpursuant to Section 2.3.2 (Genzyme Development), for Research and Development in the Field Co-Co Territory for the purpose of obtaining Regulatory Approval and Commercialization in the Surface Territory; Genzyme Territory and (bii) a non-transferable, non-sublicensable, non-exclusive license under Alnylam Technology to Manufacture such Co-Co Licensed Product inside or outside the Genzyme Territory for Development and Commercialization in the Co-Co Territory solely as and to the extent provided required for under Genzyme to act as a second source Manufacturer as described in Section 8.2.3 6 of the Master Agreement (Manufacture and Supply of the Collaboration Products) or 8.3 or elsewhere under this Agreement or any RLP Supply Agreement, to supply (or have supplied) to Surface or use Manufacture Co-Co Licensed Products on the terms and conditions set forth in the FieldCo-Co Supply Agreements. Notwithstanding the foregoing, Surface 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. foregoing exclusive license: Alnylam retains the exclusive right under the Surface Alnylam Technology, with the right to grant licenses through multiple tiers in accordance with Section 9.2.2.4, which shall apply mutatis mutandiswithout restriction, to Manufacture Regional Antibody Candidates and Regional Co-Co Licensed Products anywhere in the world (a) for Research Development and Commercialization in the Co-Co Territory and, to the extent permitted pursuant to Section 2 (Development Collaboration) for Development in the Field as and to the extent provided in any approved RLP Development PlanGenzyme Territory, or permitted under Section 8.3 or elsewhere under this Agreement or under any RLP Supply Agreement and (b) to supply Genzyme pursuant to the extent provided for under Co-Co Supply Agreements to be agreed by the Parties pursuant to Section 8.2.3 or any RLP 6.1 (Supply Agreement for Commercialization in the Field in the Surface TerritoryAgreements).

Manufacturing Licenses. Subject to the terms and conditions of this Agreement and the applicable RLP Supply Agreement (if any), on On a Regional TargetLicensed Product-by-Regional Target Licensed Product basis, subject to these Regional License Terms (including Section 8.4.1.3(c)) and any RLP Clinical Supply Agreement and RLP Commercial Supply Agreement, effective upon the Option Exercise Implementation Date for each Regional TargetLicensed Product, Surface Alnylam hereby grants Novartis Genzyme a non-transferable (except as provided in Section 16.113.1 of the Master Agreement (Assignment)), sublicensable (subject to Section 9.2.1.46.1.4(Sublicensing Terms)), worldwide, exclusive (even as to SurfaceAlnylam) license under Surface Alnylam Technology to Manufacture such Regional Antibody Candidates and Regional Licensed Products anywhere in the world solely for (a) Research, Development and Commercialization in the Field in the Novartis Territory and, to the extent permitted under this Agreement or any RLP Supply Agreement, for Research and Development in the Field in the Surface Territory; and (b) to the extent provided for under Section 8.2.3 or 8.3 or elsewhere under this Agreement or any RLP Supply Agreement, to supply (or have supplied) to Surface or use in the Field. Notwithstanding the foregoing, Surface 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 PURSUANT TO UNDER RULE 406 PROMULGATED UNDER 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19331934. REGIONAL LICENSE TERMS such Regional Licensed Product inside or outside of the Genzyme Territory solely for Commercialization in the Genzyme Territory and, AS AMENDEDto the extent permitted pursuant to Section 2.3.2 (Genzyme Development), for Development for the Alnylam Territory. Notwithstanding the foregoing, Alnylam retains the exclusive right under the Surface Alnylam Technology, with the right to grant licenses through multiple tiers in accordance with Section 9.2.2.4, which shall apply mutatis mutandiswithout restriction, to Manufacture Regional Antibody Candidates and Regional Licensed Products anywhere in the world (a) for Research Development and Commercialization in the Alnylam Territory and, to the extent permitted pursuant to Section 2 (Development Collaboration) for Development in the Field as and to the extent provided in any approved RLP Development PlanGenzyme Territory, or permitted under Section 8.3 or elsewhere under this Agreement or under any RLP Supply Agreement and (b) to supply (or have supplied to) Genzyme pursuant to the extent provided for under Section 8.2.3 or any RLP Supply Agreements to be agreed by the Parties pursuant to Section 6.2 of the Master Agreement for Commercialization in the Field in the Surface Territory(Collaboration Product Supply Agreements).

Manufacturing Licenses. Subject to the terms and conditions of this Agreement Agreement, and exercisable only as permitted under the applicable RLP terms of the Supply Agreement (if any)between the Parties, on a Regional Target-by-Regional Target basis, effective upon the Option Exercise Date for each Regional Target, Surface Cxxxxx hereby grants Novartis Licensee a non-transferable (except as provided in Section 16.114.1), sublicensable through multiple tiers (subject to Section 9.2.1.47.1.1.4), exclusive (even as to SurfaceCxxxxx and its Affiliates) license under Surface the Cxxxxx Licensed Technology to Manufacture such Regional Antibody Candidates and Regional have Manufactured Licensed Products anywhere in the world solely for (a) Research, Development and Commercialization solely for purposes of obtaining Regulatory Approval of Licensed Products in the Field in the Novartis Territory and, to the extent permitted under this Agreement or any RLP Supply Agreement, for Research and Development in the Field in the Surface Licensee Territory; and (b) Commercialization of Licensed Products in the Field in the Licensee Territory; provided, however, that, in no event whether pursuant to the extent provided for under Section 8.2.3 or 8.3 or elsewhere rights under this Agreement or any RLP the Supply Agreement, will Licensee or any of its Related Parties have the right to supply (or have supplied) to Surface or use in the Field[*]. Notwithstanding the foregoingforegoing exclusive grant, Surface 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 PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Cxxxxx retains the right under the Surface Cxxxxx Licensed Technology, with the right to grant licenses through multiple tiers in accordance with Section 9.2.2.47.1.2.4, which shall will apply mutatis mutandis, to Manufacture Regional Antibody Candidates and Regional have Manufactured Licensed Products anywhere in the world (ai) (A) for Research Development of Licensed Products and Development Commercialization of Licensed Products in any indications in the Cxxxxx Territory, (B) for Development of Licensed Products and Commercialization of Licensed Products outside of the Field as and in the Licensee Territory, but subject to the extent provided in any approved RLP Development Plan, or permitted Licensee’s rights under Section 8.3 or elsewhere under this Agreement or under any RLP Supply Agreement 10.6, and (bC) to the extent provided for under Section 8.2.3 or any RLP Supply Agreement for Commercialization Development of Licensed Products in the Field in the Surface Licensee Territory, and (ii) to supply (or have supplied) Licensed Products to Licensee pursuant to any supply agreement agreed to between the Parties.