Common use of ROFN Clause in Contracts

ROFN. (a) The Company shall deliver to the ROFN Holder the ROFN Notice (as defined in the ROFN Side Letter) no later than 24 hours after the public announcement of this Agreement and, if the ROFN Holder delivers a ROFN Exercise Notice in accordance with (and as defined in) the ROFN Side Letter within the time period set forth therein, the Company shall comply with its obligations under the ROFN Side Letter and, notwithstanding any other provision of this Agreement requiring written consent of Parent, shall be permitted to enter into the ROFN Purchase Documents and consummate the ROFN Sale. (b) If the ROFN Holder delivers a ROFN Exercise Notice in accordance with (and as defined in) the ROFN Side Letter, the Company shall: (i) not disclose in connection with the potential ROFN Sale any information of the Company or any of its Subsidiaries related to the RemainCo Business, any RemainCo Assets or any RemainCo Liabilities, keep Parent informed in reasonable detail of developments in connection with the potential ROFN Sale, including by promptly providing Parent with the ROFN Notice, the ROFN Exercise Notice, drafts of any ROFN Purchase Agreement or other ROFN Purchase Documents and summaries of substantive communications relating thereto that are exchanged between the ROFN Holder and the Company (or their respective Representatives) relating in any way to the ROFN; (ii) promptly respond to Parent’s reasonable requests for, and regularly discuss, updates on the status of the potential ROFN Sale; (iii) if the ROFN Purchase Documents are entered into by the Company, use its reasonable best efforts to ensure that the ROFN Sale is consummated prior to the anticipated Closing Date and to satisfy on a timely basis all conditions precedent to the transactions contemplated by the ROFN Purchase Documents; (iv) provide Parent with prompt written notice of any material default or material breach (or any event that, with or without notice, lapse of time or both, would give rise to any material default or material breach) under the ROFN Purchase Documents of which the Company becomes aware that would reasonably be expected to result in termination of the ROFN Purchase Agreement or any rights with respect to the ROFN or the incurrence of a material liability or other material obligation of the Company. (c) If the Company or SpinCo, as applicable, (i) does not receive from the ROFN Holder a ROFN Exercise Notice prior to expiry of the ROFN Exercise Period (each as defined in the ROFN Side Letter) or (ii) does receive a valid ROFN Exercise Notice within the ROFN Exercise Period but has not entered into definitive agreements to effect a ROFN Sale by the end of the ROFN Negotiation Period (as defined in the ROFN Side Letter), then the Company shall cease all discussions with the ROFN Holder regarding the ROFN Assets and a potential ROFN Sale and shall thereafter no longer agree or enter into any arrangement in respect of a ROFN Sale, except in each case to the extent necessary to comply with the Company’s obligations under the ROFN Side Letter. (d) The ROFN Sale shall (i) not delay the Company’s obligations to conduct the Spin-Off in accordance with the Spin-Off Agreements and this Agreement; provided, that the ROFN Assets may be sold to the ROFN Holder prior to or following the Spin-Off, (ii) not include any assets of the Company that would constitute RemainCo Assets and (iii) not impose any obligations or other liabilities on the Surviving Corporation or any of its Affiliates after the Closing other than those expressly set forth in the Spin-Off Agreements, from which time all such other obligations and other liabilities relating to the ROFN Sale shall be entirely for SpinCo’s account, or include provisions that adversely impact the Surviving Corporation or any of its Affiliates or their respective businesses.

ROFN. During the period commencing on the Restatement Date and ending on the earlier of (ai) The Company shall deliver to [**], (ii) [**], or (iii) [**] (the ROFN Holder the ROFN Notice (as defined “RoFN Term”), in the ROFN Side Letterevent that (A) no later Alnylam desires to [**] and (B) Alnylam desires to [**] (other than 24 hours after the public announcement of this Agreement and, if the ROFN Holder delivers a ROFN Exercise Notice in accordance with [**]) for (and as defined inx) the ROFN Side Letter within the time period set forth thereincollaborative [**] of such Product and/or (y) a [**] of such Product (such [**], the Company shall comply with its obligations under the ROFN Side Letter andand such [**], notwithstanding any other provision of this Agreement requiring written consent of Parenteach, shall be permitted to enter into the ROFN Purchase Documents and consummate the ROFN Sale. (b) If the ROFN Holder delivers a ROFN Exercise Notice in accordance with (and as defined in) the ROFN Side Letter, the Company shall:“RoFN Opportunity”): (i) Alnylam shall give to Medtronic notice of [**] to do so (the “RoFN Notice”) prior to [**]; provided, however, that this Section 2.5(c) shall not disclose in connection with prevent Alnylam from [**]. Not later than [**] days after the potential ROFN Sale any information date of the Company or any of its Subsidiaries related RoFN Notice (the “RoFN Response Period”), Medtronic shall, by written notice to Alnylam (the RemainCo Business“RoFN Response Notice”), any RemainCo Assets or any RemainCo Liabilities, keep Parent informed advise Alnylam whether Medtronic has a bona fide interest in reasonable detail of developments in connection discussing a collaboration with the potential ROFN Sale, including by promptly providing Parent Alnylam with the ROFN Notice, the ROFN Exercise Notice, drafts of any ROFN Purchase Agreement or other ROFN Purchase Documents and summaries of substantive communications relating thereto that are exchanged between the ROFN Holder and the Company (or their respective Representatives) relating in any way respect to the ROFN;such RoFN Opportunity. (ii) promptly respond If either (A) Medtronic fails to Parenttimely give a RoFN Response Notice with respect to a RoFN Notice, or (B) the RoFN Response Notice does not state that Medtronic has a bona fide interest in discussing a collaboration with or license from (as applicable) Alnylam with respect to the RoFN Opportunity described in the RoFN Notice, then all of Medtronic’s reasonable requests forrights under this Section 2.5(c) with respect to such RoFN Opportunity shall terminate as of the date of the RoFN Response Notice or the expiration of the RoFN Response Period (whichever is earlier), and regularly discussAlnylam shall thereafter be free to pursue such RoFN Opportunity with no participation by Medtronic for [**] after which if Alnylam has not reached an agreement with respect to such RoFN Opportunity [**]. If the RoFN Response Notice timely given by Medtronic to Alnylam states that Medtronic has a bona fide interest in discussing a collaboration with or license from (as applicable) Alnylam with respect to the RoFN Opportunity described in the RoFN Notice, updates the Parties shall undertake, on an exclusive basis and for a [**] (unless a shorter period is mutually agreed by the status Parties) (the “Exclusive Negotiation Period”), good faith discussions and negotiations of definitive agreements setting forth all applicable terms and conditions of the potential ROFN Sale;collaboration or license between them with respect to the RoFN Opportunity. (iii) if the ROFN Purchase Documents are entered into by the Company, use its reasonable best efforts to ensure that the ROFN Sale is consummated prior Prior to the anticipated Closing Date end of the Exclusive Negotiation Period, Medtronic shall furnish to Alnylam a written offer (the “RoFN Offer”) which shall (A) clearly specify that such written offer, and to satisfy on a timely basis all conditions precedent no other, constitutes the RoFN Offer hereunder with respect to the transactions contemplated by relevant RoFN Opportunity, and (B) set forth all material terms and conditions on which Medtronic is prepared to [**] with respect to such RoFN Opportunity. If Medtronic fails to timely furnish to Alnylam a RoFN Offer with respect to a RoFN Opportunity, Medtronic’s rights and Alnylam’s obligations under this Section 2.5(c) shall terminate with respect to such RoFN Opportunity for a [**] after which if Alnylam has not reached an agreement with respect to such RoFN Opportunity the ROFN Purchase Documents;provisions of this Section 2.5(c) shall once again apply to such RoFN Opportunity. (iv) provide Parent with prompt written notice of any material default or material breach (or any event thatIf, with or without notice, lapse of time or both, would give rise to any material default or material breach) under the ROFN Purchase Documents of which the Company becomes aware that would reasonably be expected to result in termination as of the ROFN Purchase Agreement or any rights end of the Exclusive Negotiation Period, the Parties have not entered into a legally binding definitive agreement with respect to the ROFN or the incurrence of a material liability or other material obligation of the Company. (c) If the Company or SpinCo, as applicable, (i) does not receive from the ROFN Holder a ROFN Exercise Notice prior to expiry of the ROFN Exercise Period (each as defined RoFN Opportunity described in the ROFN Side Letter) RoFN Notice, Alnylam shall have the right to undertake detailed discussions and negotiations with respect to such RoFN Opportunity with one or (ii) does receive a valid ROFN Exercise Notice within the ROFN Exercise Period but has not entered more Third Parties and to enter into definitive agreements for the same on terms more favorable to effect Alnylam, taken as a ROFN Sale by whole, than the end of the ROFN Negotiation Period (as defined in the ROFN Side Letter), then the Company shall cease all discussions with the ROFN Holder regarding the ROFN Assets and a potential ROFN Sale and shall thereafter no longer agree or enter into any arrangement in respect of a ROFN Sale, except in each case to the extent necessary to comply with the Company’s obligations under the ROFN Side Letter. (d) The ROFN Sale shall (i) not delay the Company’s obligations to conduct the Spin-Off in accordance with the Spin-Off Agreements and this Agreement; provided, that the ROFN Assets may be sold to the ROFN Holder prior to or following the Spin-Off, (ii) not include any assets of the Company that would constitute RemainCo Assets and (iii) not impose any obligations or other liabilities on the Surviving Corporation or any of its Affiliates after the Closing other than those expressly terms set forth in the Spin-Off AgreementsRoFN Offer; provided, from which time all however, that if no such other obligations and other liabilities relating definitive agreement is entered into prior to [**], then the ROFN Sale provisions of this Section 2.5(c) shall once again apply to such RoFN Opportunity. Alnylam shall not be entirely for SpinCo’s account, or include provisions that adversely impact obligated to reveal to Medtronic the Surviving Corporation or identity of any of its Affiliates or their respective businessesThird Party involved in any such transaction.