Common use of Sublicensing Terms Clause in Contracts

Sublicensing Terms. (a) MedCo shall have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 to any of its Affiliates or to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s obligations under, and MedCo’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) MedCo shall have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 to any of its Affiliates or to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s 's prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s 's rights under this Agreement, or (ii) all or substantially all of MedCo’s 's rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s 's Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s 's compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s 's obligations under, and MedCo’s 's compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) MedCo shall 9.3.4.1. Novartis will have the right to sublicense any of its rights under Section 6.1.1 Sections 9.3.1, 9.3.2 and 6.1.2 9.3.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of AlnylamSurface, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters9.3.4. 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 RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED. (c) If MedCo becomes aware of a material breach of any 9.3.4.2. Each sublicense granted by a Sublicensee of the rights granted Novartis pursuant to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same 9.3.4 will be subject and use Commercially Reasonable Efforts subordinate to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance this Agreement and will contain provisions consistent with the terms and conditions of this Agreement. In Novartis will as soon as reasonably practicable thereafter, provide Surface with a copy of any executed sublicense agreement covering a material sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.3.4), and each such sublicense agreement will contain the event that following provisions: (i) a requirement that the Sublicensee has failed comply with the confidentiality and non-use provisions of Section 11.1 with respect to cure a material breach of such obligations within [***] days after notice of such breach and Surface’s Confidential Information, (ii) if such material breach sublicense agreement contains a sublicense of Section 9.3.2, such sublicense agreement will also constitutes contain the following provisions: (x) a breach of requirement that the Sublicensee submit applicable sales or other reports to Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement, MedCo shall terminate ; and (y) the sublicense at audit requirement set forth in Section 10.12.3; and (iii) a requirement that the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, noncomply with the applicable provisions under any Surface In-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breachLicense. 9.3.4.3. Notwithstanding any sublicense, MedCo shall Novartis will remain primarily liable to Alnylam Surface for the performance of all of MedCoNovartis’s obligations under, and MedCoNovartis’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) MedCo Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of AlnylamMedCo, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters6.2.3. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (b) Each sublicense granted by Alnylam pursuant to this Section 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to MedCo’s Confidential Information, and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any MedCo In-License or necessary to allow MedCo or its Affiliates to comply with its obligations thereunder, to the extent that Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. (c) If MedCo Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo Alnylam under this Section 6.16.2 or Section 12.3(b), MedCo Alnylam shall promptly notify Alnylam MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoAlnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo Alnylam shall terminate the sublicense at the request of AlnylamMedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam MedCo for the performance of all of MedCoAlnylam’s obligations under, and MedCoAlnylam’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) MedCo shall Surface will have the right to sublicense any of its rights under Section 6.1.1 Sections 9.2.1.1, 9.2.1.2,9.2.1.3, 9.2.2.1, 9.2.2.2, and 6.1.2 9.2.1.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of AlnylamNovartis, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States9.2.2.4. (b) Each sublicense granted by MedCo Surface pursuant to this Section 6.1.3 shall 9.2.2.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly Surface will as soon as reasonably practicable thereafter, provide Alnylam Novartis with a copy of the fully any executed sublicense agreement covering any Commercialization a material sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.2.2.4), and each such sublicense agreement shall will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 11.1 with respect to AlnylamNovartis’s Confidential Information; provided, however, that (ii) if such sublicense agreement contains a sublicense of Licensed Product sales rightsSection 9.2.2.2, such sublicense agreement shall will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Surface to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.510.12.3; and (iiiii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any Alnylam Novartis In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersLicense. 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 RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED. (c) If MedCo becomes aware Notwithstanding any sublicense, Surface will remain primarily liable to Novartis for the performance of a material breach all of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1Surface’s obligations under, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoSurface’s compliance with all provisions of, this Agreement. (d) Notwithstanding the terms other provisions of this AgreementSection 9.2.2.4, if Surface proposes to enter into an agreement with a Third Party with respect to the Research, Development, Manufacture or Commercialization of any Regional Antibody Candidate or Regional Licensed Product, which agreement includes the grant of a sublicense under Section 9.2.2.2 or other rights to Commercialize any Regional Licensed Product in the Surface Territory (any such agreement, a “Proposed Surface Sublicense”), Surface will so notify Novartis in writing. In the event that (i) the Sublicensee has failed Novartis will have [***] exercisable by written notice to cure a material breach of such obligations Surface at any time within [***] days after notice following receipt of Surface’s notice, to obtain (via termination and reversion to Novartis of the applicable licenses granted by Novartis to Surface hereunder, grant of a sublicense back to Novartis or to otherwise) the licenses or other rights proposed to be granted to the Third Party pursuant to such Proposed Surface Sublicense on terms to be negotiated in good faith by the Parties for up to [***] following exercise of such breach and (ii) right of first negotiation. If Novartis does not exercise [***] within such material breach also constitutes a breach initial [***] period, or if the Parties cannot agree on mutually acceptable terms during such subsequent [***] period, then, subject to the other terms of this AgreementSection 9.2.2.4, MedCo shall terminate for a period of [***] following expiration of such subsequent [***] period, Surface may enter into the sublicense at the request of Alnylam; Proposed Surface Sublicense with a Third Party, provided, however, thatthat Surface may not enter into any such Proposed Surface Sublicense during such [***] In all events, if such Sublicensee disputes that it has materially breached such obligationsthis Section 9.2.2.4(d) will not apply to (a) any permitted assignment of this Agreement under Section 16.1, or disputes that it has not timely cured (b) any bona fide agreement with a breach Third Party contract sales organization, contract research organization or contract manufacturer, under which such Third Party performs contract services on behalf of such obligationsSurface or any of its Affiliates for the Research, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlementDevelopment, or in Manufacture of any Regional Antibody Candidate or Regional Licensed Product as permitted under this Agreement on a finalfee-for-services basis, nonit being understood that under an agreement for such fee-appealable decision of a court for-services, fees paid to the Third Party for such services may include milestones or arbitratorroyalties. 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, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s obligations under, and MedCo’s compliance with all terms and conditions of, this AgreementAS AMENDED.

Sublicensing Terms. (a) MedCo shall have the right to sublicense any of its rights under Section 6.1.1 Aura and 6.1.2 to any of its Affiliates or to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense entitled to a Third Party grant sublicenses (through multiple tiers) of either (i) all or substantially all any portion of MedCo’s their rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States. (b) Each ; provided that each sublicense granted by MedCo Aura or its Affiliate pursuant to this Section 6.1.3 2.2.2 shall be subject and subordinate to the terms and conditions of this Agreement and the and the applicable terms and conditions of the Emory/GTRC License Agreement and shall contain terms and conditions consistent with those in this Agreement and the applicable terms and conditions in the Emory/GTRC License Agreement. MedCo Within [***] of execution of a Sublicense Agreement or amendment to a Sublicense Agreement with any Sublicensee, Aura shall promptly provide Alnylam Clearside with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderSublicense Agreement or amendment, and each such sublicense agreement as applicable, which shall contain the identity of the Sublicensee (and which may be redacted as to financial, economic and proprietary terms) and shall provide sufficient information to show that the following provisionsprovisions have been imposed on the Sublicensee: (ia) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports consistent with those required to be made or records required to be maintained under this Agreement; and (yb) the audit requirement set forth in Section 7.54.6; (c) a termination provision in the event the Sublicensee commences a legal action challenging the validity, enforceability or scope of any Sublicensed Patent Rights; (d) indemnification and insurance requirements consistent with those set forth in the Emory/GTCR License Agreement; and (iie) subject to Section 6.4, any other provisions applicable to a requirement that such Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, the confidentiality and non-use provisions of Article 7 with respect to both Parties’ Confidential Information. In the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) If MedCo event Aura becomes aware of a material breach of any sublicense Sublicense Agreement by a Sublicensee that has not been cured pursuant to the terms of the rights granted to MedCo under this Section 6.1, MedCo such Sublicense Agreement Aura shall promptly notify Alnylam Clearside of the particulars of the same and use Commercially Reasonable Efforts to shall enforce the terms of such sublicense. If Aura does not cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations Sublicense Agreement within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this AgreementClearside’s request, MedCo shall Aura shall, upon Clearside’s written direction, terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s obligations under, and MedCo’s compliance with all terms and conditions of, this Sublicense Agreement.

Sublicensing Terms. (a) MedCo Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 6.2.1 to any of its Affiliates or to any Third Party contractor without the prior written consent of MedCo, subject to the requirements of this Section 6.2.3. Alnylam shall have the right to sublicense any of its rights under Section 6.2.2 or Section 12.3(b) to any of its Affiliates or to any Third Party without the prior written consent of AlnylamMedCo, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States6.2.3. (b) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 6.2.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each Each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than than Section 8.1 with respect to Alnylam’s MedCo's Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam MedCo In-License or necessary to allow Alnylam MedCo or its Affiliates to comply with its obligations thereunder, to the extent that MedCo Alnylam had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) If MedCo Alnylam becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo Alnylam under this Section 6.16.2 or Section 12.3(b), MedCo Alnylam shall promptly notify Alnylam MedCo of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s Alnylam's compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo Alnylam shall terminate the sublicense at the request of AlnylamMedCo; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo Alnylam shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam MedCo for the performance of all of MedCo’s Alnylam's obligations under, and MedCo’s Alnylam's compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (ai) MedCo Vir shall have the right to sublicense (through multiple tiers) any of its rights under Section 6.1.1 Sections 6.1(a) and 6.1.2 6.1(b) to any Affiliate of its Affiliates or Vir so long as it remains an Affiliate of Vir, and to any Third Party without [***]. Any such sublicense shall comply with the prior written consent applicable terms of Alnylamthis Agreement, subject to including the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for 6.1(c) and payment to Alnylam of its share of any sublicense Program Transaction Revenue pursuant to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United StatesSection 7.6. (bii) Each sublicense granted by MedCo Vir pursuant to this Section 6.1.3 6.1(c) shall be subject to the terms and conditions of this Agreement Agreement, including Alnylam’s Profit-Sharing Option, and shall contain terms and conditions consistent with those the relevant terms in this Agreement. MedCo Vir shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, provided that Vir shall have the right to redact commercially sensitive terms in such sublicense to the extent that such redacted terms are not necessary for Alnylam to confirm its rights under this Agreement, and each such sublicense agreement shall contain the following provisions: (iA) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 9.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (ciii) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo Vir shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause ensure that, to the Sublicensee to comply with extent possible, each such sublicense agreement provides that any and all the terms data and results, discoveries, and inventions, whether patentable or not, arising out of the sublicense necessary for MedCo’s compliance and in connection with the terms of this AgreementLicensed Products may be used by each Party and its Related Parties to perform such Party’s obligations and to exploit such Party’s rights under the relevant Transaction Agreements. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within addition, Vir shall [***] days after notice of such breach and ]. (iiiv) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Vir shall remain primarily liable to Alnylam for the performance of all of MedCoVir’s obligations under, and MedCoVir’s compliance with all terms and conditions of, this Agreement, including all obligations delegated to its Sublicensees.

Sublicensing Terms. (a) MedCo Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 to any of its Affiliates or to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either 7.2.1 (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products Commercialization License in the United StatesCo-Co Territory), 7.2.2 (License to Improvement Manufacturing Patent Rights) and 7.2.3 (License to Genzyme Disclosed Manufacturing Know-How) to [***]. (b) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 7.2.4 shall be subject and subordinate to the terms and conditions provisions of this Agreement these Co-Co License Terms and shall contain terms and conditions consistent with those in this Agreementthese Co-Co License Terms. MedCo Alnylam shall promptly provide Alnylam Genzyme with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove terms and conditions which are not necessary to monitor compliance with this Section 7.2.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 of the Master Agreement (Confidentiality and Publication) with respect to AlnylamGenzyme’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: Information and (xii) a requirement that the Sublicensee submit comply with the applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam Genzyme In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersLicense. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.. CO-CO LICENSE TERMS (c) If MedCo Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of the rights granted to MedCo under this Section 6.1these Co-Co License Terms, MedCo Alnylam shall promptly notify Alnylam Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoAlnylam’s compliance with the terms provisions of this Agreementthese Co-Co License Terms. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam Genzyme for the performance of all of MedCoAlnylam’s obligations under, and MedCoAlnylam’s compliance with all terms and conditions of, this Agreementthese Co-Co License Terms.

Sublicensing Terms. (a) MedCo shall Gemini and its Affiliates will have the right to sublicense any of its the rights granted under Section 6.1.1 and 6.1.2 8.1 to any of its their Affiliates or to any Third Party without the prior written consent of Alnylam, third party (which sublicensed rights may be further sublicenseable through multiple tiers) subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States8.2. (ba) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall 8.2 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly Gemini will have the right to sublicense any of the rights granted under Section 8.1 without the prior consent of Sanquin. Gemini will as soon as reasonably practicable thereafter, provide Alnylam Sanquin with a copy of the fully any executed sublicense agreement covering any Commercialization a sublicense granted hereunder, hereunder within thirty (30) days of entering into such agreement (which copy may be redacted to remove all provisions which are not necessary to monitor compliance with this Agreement and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rightsother highly sensitive information), such sublicense agreement shall also contain copies will be the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) Confidential Information of Gemini, subject to Section 6.49. Gemini may, but is not required to, seek Sanquin’s approval of a sublicense agreement prior to execution thereof. If Gemini so seeks Sanquin’s approval, Sanquin shall expressly approve or disapprove of the relevant sublicense agreement within thirty (30) days following Gemini’s request for such approval, such approval not to be unreasonable withheld, conditioned or delayed, and Sanquin’s failure to so respond within such time period shall be deemed approval of the relevant sublicense agreement. (b) Upon any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereundertermination of this Agreement, if and to the extent that MedCo had been made aware of such provisions prior to entering into such termination Gemini had granted any sublicense, including any provided (1) such provision regarding diligencesublicensee is then in good standing under the applicable sublicense agreement, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c2) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance are consistent with the terms of this Agreement. In , (3) do not expand any obligations or limit any rights of Sanquin and (4) Sanquin has given its approval (express or deemed) in accordance with Section 8.2(a) prior to the event that (i) the Sublicensee has failed to cure a material breach execution of such obligations within [***] days after notice sublicense agreement, then Sanquin will grant (and hereby does grant) a direct license to such sublicensee of the same field and scope and under the same intellectual property rights as the sublicense by Gemini, and the payment terms for such direct license will be the same as what Gemini would have paid for the sublicensee’s activities had the original sublicense remained in effect. At the written request of such breach and sublicensee (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach Gemini on behalf of such obligationssublicensee), MedCo shall not be obligated to terminate Sanquin and such sublicense until sublicensee will memorialize such dispute is resolved direct license by settlement, or license agreement in a final, non-appealable decision of manner consistent with this Agreement and otherwise on a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s obligations under, and MedCo’s compliance with all terms and conditions of, this Agreementreasonable basis.

Sublicensing Terms. (a) MedCo Genzyme shall have the right to sublicense any of its rights under Section 6.1.1 7.1.1 and 6.1.2 7.1.2 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.37.1.3. Notwithstanding the foregoing, except that Alnylam’s prior written consent Genzyme shall be required for any not have the right to sublicense to a Third Party of either (i) all its primary Development or substantially all of MedCo’s Commercialization rights under this Agreement, in Japan; or (ii) all or substantially all of MedCo’s its rights to Develop and Commercialize Licensed Products in the United Statesunder this Agreement. (b) Each sublicense granted by MedCo Genzyme pursuant to this Section 6.1.3 7.1.3 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove terms and conditions which are not necessary to monitor compliance with this Section 7.1.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 9 with respect to Alnylam’s Confidential Information; provided, however, that (ii) if such sublicense agreement contains a sublicense of Licensed Product sales Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.58.4; and (iiiii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934License. (c) If MedCo Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to MedCo under this Section 6.1Agreement, MedCo Genzyme shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoGenzyme’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo Genzyme shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Genzyme shall remain primarily liable to Alnylam for the performance of all of MedCoGenzyme’s obligations under, and MedCoGenzyme’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) MedCo Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 Sections 7.2.1 (License to Improvement Manufacturing Patent Rights) and 6.1.2 7.2.2 (License to any of its Affiliates or Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States[***]. (b) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 7.2.3 shall be subject and subordinate to the terms and conditions provisions of this Agreement and shall contain terms and conditions provisions consistent with those in this Agreement. MedCo Alnylam shall promptly provide Alnylam Genzyme with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.2.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 (Confidentiality and Publication) of the Master Agreement with respect to AlnylamGenzyme’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: Information and (xii) a requirement that the Sublicensee submit comply with the applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam Genzyme In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934License. (c) If MedCo Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of the rights granted to MedCo under this Section 6.1Agreement, MedCo Alnylam shall promptly notify Alnylam Genzyme of the particulars of the same and use Commercially Reasonable Efforts to [***] cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoAlnylam’s compliance with the terms provisions of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam Genzyme for the performance of all of MedCoAlnylam’s obligations under, and MedCoAlnylam’s compliance with all terms and conditions provisions of, this Agreement.. ACTIVE/100404760.2

Sublicensing Terms. (a) MedCo shall Surface will have the right to sublicense any of its rights under Section 6.1.1 Sections 9.2.1.1, 9.2.1.2,9.2.1.3, 9.2.2.1, 9.2.2.2, and 6.1.2 9.2.1.3 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of AlnylamNovartis, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States9.2.2.4. (b) Each sublicense granted by MedCo Surface pursuant to this Section 6.1.3 shall 9.2.2.4 will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly Surface will as soon as reasonably practicable thereafter, provide Alnylam Novartis with a copy of the fully any executed sublicense agreement covering any Commercialization a material sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 9.2.2.4), and each such sublicense agreement shall will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 11.1 with respect to AlnylamNovartis’s Confidential Information; provided, however, that (ii) if such sublicense agreement contains a sublicense of Licensed Product sales rightsSection 9.2.2.2, such sublicense agreement shall will also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Surface to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.510.12.3; and (iiiii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any Alnylam Novartis In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934License. (c) If MedCo becomes aware Notwithstanding any sublicense, Surface will remain primarily liable to Novartis for the performance of a material breach all of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1Surface’s obligations under, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoSurface’s compliance with all provisions of, this Agreement. (d) Notwithstanding the terms other provisions of this AgreementSection 9.2.2.4, if Surface proposes to enter into an agreement with a Third Party with respect to the Research, Development, Manufacture or Commercialization of any Regional Antibody Candidate or Regional Licensed Product, which agreement includes the grant of a sublicense under Section 9.2.2.2 or other rights to Commercialize any Regional Licensed Product in the Surface Territory (any such agreement, a “Proposed Surface Sublicense”), Surface will so notify Novartis in writing. In the event that (i) the Sublicensee has failed Novartis will have [***] exercisable by written notice to cure a material breach of such obligations Surface at any time within [***] days after notice following receipt of Surface’s notice, to obtain (via termination and reversion to Novartis of the applicable licenses granted by Novartis to Surface hereunder, grant of a sublicense back to Novartis or to otherwise) the licenses or other rights proposed to be granted to the Third Party pursuant to such Proposed Surface Sublicense on terms to be negotiated in good faith by the Parties for up to [***] following exercise of such breach and (ii) right of first negotiation. If Novartis does not exercise [***] within such material breach also constitutes a breach initial [***] period, or if the Parties cannot agree on mutually acceptable terms during such subsequent [***] period, then, subject to the other terms of this AgreementSection 9.2.2.4, MedCo shall terminate for a period of [***] following expiration of such subsequent [***] period, Surface may enter into the sublicense at the request of Alnylam; Proposed Surface Sublicense with a Third Party, provided, however, thatthat Surface may not enter into any such Proposed Surface Sublicense during such [***] In all events, if such Sublicensee disputes that it has materially breached such obligationsthis Section 9.2.2.4(d) will not apply to (a) any permitted assignment of this Agreement under Section 16.1, or disputes that it has not timely cured (b) any bona fide agreement with a breach Third Party contract sales organization, contract research organization or contract manufacturer, under which such Third Party performs contract services on behalf of such obligationsSurface or any of its Affiliates for the Research, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlementDevelopment, or in Manufacture of any Regional Antibody Candidate or Regional Licensed Product as permitted under this Agreement on a finalfee-for-services basis, nonit being understood that under an agreement for such fee-appealable decision of a court for-services, fees paid to the Third Party for such services may include milestones or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s obligations under, and MedCo’s compliance with all terms and conditions of, this Agreementroyalties.

Sublicensing Terms. (a) MedCo Subject to Section 7.4 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 Sections 7.1.1 (Development License) and 6.1.2 7.1.2 (Commercialization License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of AlnylamGenzyme, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States7.1.3. (b) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 7.1.3 shall be subject subject, and subordinate, to the terms and conditions provisions of this Agreement and shall contain terms and conditions provisions consistent with those in this Agreement. MedCo Alnylam shall promptly provide Alnylam Genzyme with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderunder this Section 7.1.3 (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.1.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 9 (Confidentiality and Publication) with respect to AlnylamGenzyme’s Confidential Information; provided, however, that (ii) if such sublicense agreement contains a sublicense of Licensed Product sales Products Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Alnylam to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. maintained under this Agreement; (y) the audit requirement set forth in Section 8.5 (Audits); and (z) a requirement that the Sublicensee comply with the applicable provisions under any Genzyme In-License. (c) If MedCo Alnylam becomes aware of a material breach of the terms of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.17.1.3 by any Sublicensee, MedCo compliance with which is necessary for Alnylam’s compliance with the terms of this Agreement, Alnylam shall promptly notify Alnylam Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoAlnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within Agreement [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam Genzyme for the performance of all of MedCoAlnylam’s obligations under, and MedCoAlnylam’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) MedCo Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Section 6.1.1 Sections 7.1.1 (Development License), 7.1.2 (Commercialization License) and 6.1.2 7.1.3 (Manufacturing License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement7.1.4. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. [***] 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. GLOBAL LICENSE TERMS (b) Each sublicense granted by Genzyme pursuant to this Section 7.1.4 shall be subject and subordinate to the provisions of these Global License Terms and shall contain provisions consistent with those in these Global License Terms. Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.1.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 7 of the Master Agreement (Confidentiality and Publication) with respect to Alnylam’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Global Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under these Global License Terms; and (y) the audit requirement set forth in Section 9.2 of the Master Agreement (Audits); and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam In-License. (c) If MedCo Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to MedCo under this Section 6.1these Global License Terms, MedCo Genzyme shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoGenzyme’s compliance with the terms of this Agreementthese Global License Terms. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Genzyme shall remain primarily liable to Alnylam for the performance of all of MedCoGenzyme’s obligations under, and MedCoGenzyme’s compliance with all terms and conditions provisions of, this Agreementthese Global License Terms.

Sublicensing Terms. (a) MedCo Genzyme shall have the right to sublicense any of its rights under Section Sections 6.1.1 (Development License in the Genzyme Territory), 6.1.2 (Commercialization License in the Genzyme Territory) and 6.1.2 6.1.3 (Manufacturing Licenses) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States6.1.4. [***]. (b) Each sublicense granted by MedCo Genzyme pursuant to this Section 6.1.3 6.1.4 shall be subject and subordinate to the terms and conditions of this Agreement these Regional License Terms and shall contain terms and conditions provisions consistent with those in this Agreementthese Regional License Terms. MedCo Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 6.1.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 of the Master Agreement (Confidentiality and Publication) with respect to Alnylam’s Confidential Information; provided, however, that (ii) if such sublicense agreement contains a sublicense of Regional Licensed Product sales Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreementthese Regional License Terms; and (y) the audit requirement set forth in Section 7.59.2 of the Master Agreement (Audits); and (iiiii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any Alnylam In-License. (c) If Genzyme becomes aware of a material breach of the provisions of any sublicense by any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with these Regional License or necessary Terms, Genzyme shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to allow Alnylam or its Affiliates cause the Sublicensee to comply with its obligations thereunder, to all the extent that MedCo had been made aware provisions of such provisions prior to entering into such the sublicense necessary for Genzyme’s compliance with these Regional License Terms. [***]. Notwithstanding any sublicense, including any such provision regarding diligenceGenzyme shall remain primarily liable to Alnylam for the performance of all of Genzyme’s obligations under, insuranceand Genzyme’s compliance with all provisions of, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersthese Regional License Terms. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s obligations under, and MedCo’s compliance with all terms and conditions of, this Agreement.REGIONAL LICENSE TERMS

Sublicensing Terms. (a) MedCo Genzyme shall have the right to sublicense any of its rights under (i) Section 6.1.1 7.1.1 (Development License), (ii) the license granted in clause (i) (but not clause (ii)) of Section 7.1.2 (Commercialization License), and 6.1.2 (iii) Section 7.1.3 (Manufacturing License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States.7.1.4. [***] (b) Each sublicense granted by MedCo Genzyme pursuant to this Section 6.1.3 7.1.4 shall be subject and subordinate to the terms and conditions provisions of this Agreement these Co-Co License Terms and shall contain terms and conditions consistent with those in this Agreementthese Co-Co License Terms. MedCo Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. CO-CO LICENSE TERMS agreement covering any sublicense granted hereunder (which copy may be redacted to remove terms and conditions which are not necessary to monitor compliance with this Section 7.1.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 7 of the Master Agreement (Confidentiality and Publication) with respect to Alnylam’s Confidential Information; (ii) if such sublicense agreement contains a sublicense of Co-Co Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under these Co-Co License Terms; and (y) the audit requirement set forth in Section 9.2 of the Master Agreement (Audits); and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam In-License. (c) If MedCo Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the provisions of the rights granted to MedCo under this Section 6.1these Co-Co License Terms, MedCo Genzyme shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoGenzyme’s compliance with the terms provisions of this Agreementthese Co-Co License Terms. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Genzyme shall remain primarily liable to Alnylam for the performance of all of MedCoGenzyme’s obligations under, and MedCoGenzyme’s compliance with all terms and conditions provisions of, this Agreementthese Co-Co License Terms.

Sublicensing Terms. (a) MedCo Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 Sections 7.2.1 (License to Improvement Manufacturing Patent Rights) and 6.1.2 7.2.2 (License to any of its Affiliates or Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States[***]. (b) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 7.2.3 shall be subject and subordinate to the terms and conditions provisions of this Agreement these Global License Terms and shall contain terms and conditions provisions consistent with those in this Agreementthese Global License Terms. MedCo Alnylam shall promptly provide Alnylam Genzyme with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.2.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 of the Master Agreement (Confidentiality and Publication) with respect to AlnylamGenzyme’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: Information and (xii) a requirement that the Sublicensee submit comply with the applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam Genzyme In-License. (c) If Alnylam becomes aware of a material breach of any sublicense by any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of these Global License or necessary Terms, Alnylam shall promptly notify Genzyme of the particulars of the same and use Commercially Reasonable Efforts to allow Alnylam or its Affiliates cause the Sublicensee to comply with its obligations thereunder, to all the extent that MedCo had been made aware terms of such the sublicense necessary for Alnylam’s compliance with the provisions prior to entering into such of these Global License Terms. [***]. Notwithstanding any sublicense, including any such provision regarding diligenceAlnylam shall remain primarily liable to Genzyme for the performance of all of Alnylam’s obligations under, insuranceand Alnylam’s compliance with all provisions of, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersthese Global License Terms. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall remain primarily liable to Alnylam for the performance of all of MedCo’s obligations under, and MedCo’s compliance with all terms and conditions of, this Agreement.GLOBAL LICENSE TERMS

Sublicensing Terms. (a) MedCo shall Xencor will have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 9.1.2.1 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of AlnylamNovartis, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States9.1.2.2. (b) Each sublicense granted by MedCo Xencor pursuant to this Section 6.1.3 shall 9.1.2.2 (a) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly Xencor will, within [...***...] thereafter, provide Alnylam Novartis with a copy of the fully any executed sublicense agreement covering any Commercialization a material sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not related to Xencor’s obligations under this Agreement), and each such sublicense agreement shall will contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: 11.1 and (xii) a requirement that the Sublicensee submit comply with the applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam Novartis In-License or necessary License. For clarity, the obligation to allow Alnylam or its Affiliates to comply with its obligations thereunder, to provide a copy of each sublicense agreement includes the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934agreements granted through multiple tiers. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall Xencor will remain primarily liable to Alnylam Novartis for the performance of all of MedCoXencor’s obligations under, and MedCoXencor’s compliance with all terms and conditions provisions of, this Agreement. Xencor hereby waives any requirement that Novartis exhaust any right, power or remedy, or proceed against such Third Party, for any obligation or performance hereunder prior to proceeding directly against Xencor. (d) Notwithstanding the other provisions of this Section 9.1.2, if Xencor is considering entering a collaborative transaction with a Third Party with respect to the Research, Development, Manufacture or Commercialization of any Regional Licensed Antibodies or Regional Licensed Product, which agreement includes the grant of rights to Commercialize any Regional Licensed Product in the Xencor Territory (any such agreement, a “Proposed Xencor Sublicense”), Xencor will so notify Novartis in writing. Novartis will have a non-exclusive right of negotiation for a period of [...***...]. For clarity, this Section 9.1.2.2(d) will not apply to (a) any permitted assignment of this Agreement under Section 16.2, or (b) any bona fide agreement with a Third Party contract sales organization, contract research organization or contract manufacturer, under which such Third Party performs contract services on behalf of Xencor or any of its Affiliates for the Research, Development, or Manufacture of any Regional Licensed Antibody or Regional Licensed Product as permitted under this Agreement on a fee-for-services basis.

Sublicensing Terms. (a) MedCo shall Novartis will have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 9.2.1.1 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of AlnylamXencor, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States9.2.1.2. (b) Each sublicense granted by MedCo Novartis pursuant to this Section 6.1.3 shall 9.2.1.2 (a) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly Novartis will within [...***...] thereafter, provide Alnylam Xencor with a copy of the fully any executed sublicense agreement covering any Commercialization a material sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not related to Novartis’ obligations under this Agreement), and each such sublicense agreement shall will contain the following provisions: , (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 with respect to Alnylam’s Confidential Information; provided11.1, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (xii) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and , (yiii) the audit requirement set forth in Section 7.5; 10.10, and (iiiv) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any Alnylam Xencor In-License or necessary License. For clarity, the obligation to allow Alnylam or its Affiliates to comply with its obligations thereunder, to provide a copy of each sublicense agreement includes the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934agreements granted through multiple tiers. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall Novartis will remain primarily liable to Alnylam Xencor for the performance of all of MedCo’s Novartis’ obligations under, and MedCo’s Novartis’ compliance with all terms and conditions provisions of, this Agreement. Novartis hereby waives any requirement that Xencor exhaust any right, power or remedy, or proceed against such Third Party, for any obligation or performance hereunder prior to proceeding directly against Novartis.

Sublicensing Terms. (a) MedCo Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 to any of its Affiliates or to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States. (b) Each sublicense granted by MedCo pursuant to this Section 6.1.3 shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 with respect to Alnylam’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. under Sections 7.1.1 (Development License), 7.1.2 (Commercialization License) and 7.1.3 (Manufacturing License) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior consent of Alnylam, subject to the requirements of this Section 7.1.4. (b) Each sublicense granted by Genzyme pursuant to this Section 7.1.4 shall be subject and subordinate to the provisions of this Agreement and shall contain provisions consistent with those in this Agreement. Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any sublicense granted hereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.1.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions of Section 7 (Confidentiality and Publication) of the Master Agreement with respect to Alnylam’s Confidential Information, (ii) if such sublicense agreement contains a sublicense of Global AT3 Licensed Product Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 9.2 (Audits) of the Master Agreement; and (iii) a requirement that the Sublicensee comply with the applicable provisions under any Alnylam In-License. (c) If MedCo Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to MedCo under this Section 6.1Agreement, MedCo Genzyme shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoGenzyme’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach]. Notwithstanding any sublicense, MedCo Genzyme shall remain primarily liable to 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. Alnylam for the performance of all of MedCoGenzyme’s obligations under, and MedCoGenzyme’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (a) MedCo Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 7.2.1, 7.2.2 and 6.1.2 7.2.3 (which sublicensed rights may be further sublicensable through multiple tiers) to any of its Affiliates or to any Third Party without the prior written consent of AlnylamGenzyme, and subject to the requirements of this Section 6.1.3, except 7.2.4; provided that Alnylam’s prior written consent right to sublicense the rights granted to it under Section 7.2.2(a) to Third Parties shall be required for any sublicense limited to a Third Party licensees of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights Alnylam that have been granted the right to Develop develop and/or commercialize Alnylam Developed siRNA Products and Commercialize Licensed Products in have been granted the United Statesright to use Alnylam manufacturing technology to manufacture Alnylam Developed siRNA Products. (b) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 7.2.4 shall be subject and subordinate to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo Alnylam shall promptly provide Alnylam Genzyme with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove terms and conditions which are not necessary to monitor compliance with this Section 7.2.4), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 9 with respect to AlnylamGenzyme’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: Information and (xii) a requirement that the Sublicensee submit comply with the applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam Genzyme In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934License. (c) If MedCo Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the terms of the rights granted to MedCo under this Section 6.1Agreement, MedCo Alnylam shall promptly notify Alnylam Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoAlnylam’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo Alnylam shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breachGenzyme. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam Genzyme for the performance of all of MedCoAlnylam’s obligations under, and MedCoAlnylam’s compliance with all terms and conditions of, this Agreement.

Sublicensing Terms. (a) MedCo shall Novartis will have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 9.3.1.1 to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of AlnylamXencor, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States.9.3.1.2. -85- (b) Each sublicense granted by MedCo Novartis pursuant to this Section 6.1.3 shall 9.3.1.2 (a) will be subject and subordinate to this Agreement and will contain provisions consistent with the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo shall promptly Novartis will within [...***...] thereafter, provide Alnylam Xencor with a copy of the fully any executed sublicense agreement covering any Commercialization a material sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not related to Novartis’ obligations under this Agreement), and each such sublicense agreement shall will contain the following provisions: , (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 with respect to Alnylam’s Confidential Information; provided11.1, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (xii) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Novartis to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and , (yiii) the audit requirement set forth in Section 7.5; 10.10, and (iiiv) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any Alnylam Xencor In-License or necessary License. For clarity, the obligation to allow Alnylam or its Affiliates to comply with its obligations thereunder, to provide a copy of each sublicense agreement includes the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934agreements granted through multiple tiers. (c) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCo’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo shall Novartis will remain primarily liable to Alnylam Xencor for the performance of all of MedCo’s Novartis’ obligations under, and MedCo’s Novartis’ compliance with all terms and conditions provisions of, this Agreement. Novartis hereby waive any requirement that Xencor exhaust any right, power or remedy, or proceed against such Third Party, for any obligation or performance hereunder prior to proceeding directly against Novartis.

Sublicensing Terms. (a) MedCo Subject to Section 7.5 (Right of First Negotiation), Genzyme shall have the right to sublicense any of its rights under Section 6.1.1 Sections 7.1.1 (Development License), 7.1.2 (Commercialization License), 7.1.3 (Manufacturing License) and 6.1.2 7.1.7 (License Grant to [***]) to any of its Affiliates or to any Third Party (which sublicensed rights may be further sublicensable through multiple tiers) without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States7.1.4. (b) Each sublicense granted by MedCo Genzyme pursuant to this Section 6.1.3 7.1.4 shall be subject and subordinate to the terms and conditions provisions of this Agreement and shall contain terms and conditions provisions consistent with those in this Agreement. MedCo Genzyme shall promptly provide Alnylam with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.1.4), and each such sublicense ACTIVE/100404760.2 agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 (Confidentiality and Publication) of the Master Agreement with respect to Alnylam’s Confidential Information; provided, however, that (ii) if such sublicense agreement contains a sublicense of Global AT3 Licensed Product sales Commercialization rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo Genzyme to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.59.2 (Audits) of the Master Agreement; and (iiiii) subject to Section 6.4, any other a requirement that the Sublicensee comply with the applicable provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934License. (c) If MedCo Genzyme becomes aware of a material breach of the terms of any sublicense by a Sublicensee any Genzyme Sublicensee, compliance with which is necessary for Genzyme’s compliance with the terms of the rights granted to MedCo under this Section 6.1Agreement, MedCo Genzyme shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoGenzyme’s compliance with the terms of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach]. Notwithstanding any sublicense, MedCo Genzyme shall remain primarily liable to Alnylam for the performance of all of MedCoGenzyme’s obligations under, and MedCoGenzyme’s compliance with all terms and conditions provisions of, this Agreement.

Sublicensing Terms. (ai) MedCo Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 and 6.1.2 6.2(a) or Section 11.3(b) to any of its Affiliates or to any Third Party without the prior written consent of Alnylam[***], subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States6.2(c). (bii) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 6.2(c) shall be subject to the terms and conditions of this Agreement and shall contain terms and conditions consistent with those in this Agreement. MedCo Alnylam shall promptly provide Alnylam Vir with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunder, provided that Alnylam shall have the right to redact commercially sensitive terms in such sublicense to the extent that such redacted terms are not necessary for Vir to confirm its rights under this Agreement, and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with confidentiality and non-use provisions that are no less stringent than Section 8.1 9.1 with respect to AlnylamVir’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: (x) a requirement that the Sublicensee submit applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory matters. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (ciii) If MedCo becomes aware of a material breach of any sublicense by a Sublicensee of the rights granted to MedCo under this Section 6.1, MedCo Alnylam shall promptly notify Alnylam of the particulars of the same and use Commercially Reasonable Efforts to cause ensure that, to the Sublicensee to comply extent possible, each such sublicense agreement with a sublicense of Alnylam’s rights under Section 6.2(a) provides that any and all the terms data and results, discoveries, and inventions, whether patentable or not, arising out of the sublicense necessary may be used by each Party and its Related Parties to perform such Party’s obligations and to exploit such Party’s rights under the relevant Transaction Agreements. In addition, Alnylam shall use Commercially Reasonable Efforts to obtain a right to sublicense to Vir and its Related Parties any intellectual property arising out of the sublicense for MedCo’s compliance use in connection with the terms performance of this Agreement. In Vir’s obligations and exploitation of Vir’s rights under the event that relevant Transaction Agreements. (iiv) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam Vir for the performance of all of MedCoAlnylam’s obligations under, and MedCoAlnylam’s compliance with all terms and conditions of, this Agreement, including any obligations delegated to its Sublicensees.

Sublicensing Terms. (a) MedCo Subject to Section 7.5 (Right of First Negotiation), Alnylam shall have the right to sublicense any of its rights under Section 6.1.1 Sections 7.2.1 (License to Improvement Manufacturing Patent Rights) and 6.1.2 7.2.2 (License to any of its Affiliates or Genzyme Disclosed Manufacturing Know-How) (which sublicensed rights may be further sublicensable through multiple tiers) to any Third Party without the prior written consent of Alnylam, subject to the requirements of this Section 6.1.3, except that Alnylam’s prior written consent shall be required for any sublicense to a Third Party of either (i) all or substantially all of MedCo’s rights under this Agreement, or (ii) all or substantially all of MedCo’s rights to Develop and Commercialize Licensed Products in the United States[***]. (b) Each sublicense granted by MedCo Alnylam pursuant to this Section 6.1.3 7.2.3 shall be subject and subordinate to the terms and conditions provisions of this Agreement and shall contain terms and conditions provisions consistent with those in this Agreement. MedCo Alnylam shall promptly provide Alnylam Genzyme with a copy of the fully executed sublicense agreement covering any Commercialization sublicense granted hereunderhereunder (which copy may be redacted to remove provisions which are not necessary to monitor compliance with this Section 7.2.3), and each such sublicense agreement shall contain the following provisions: (i) a requirement that the Sublicensee comply with the confidentiality and non-use provisions that are no less stringent than of Section 8.1 7 (Confidentiality and Publication) of the Master Agreement with respect to AlnylamGenzyme’s Confidential Information; provided, however, that if such sublicense agreement contains a sublicense of Licensed Product sales rights, such sublicense agreement shall also contain the following provisions: Information and (xii) a requirement that the Sublicensee submit comply with the applicable sales or other reports to MedCo to the extent necessary or relevant to the reports required to be made or records required to be maintained under this Agreement; and (y) the audit requirement set forth in Section 7.5; and (ii) subject to Section 6.4, any other provisions applicable to a Sublicensee required under any Alnylam Genzyme In-License or necessary to allow Alnylam or its Affiliates to comply with its obligations thereunder, to the extent that MedCo had been made aware of such provisions prior to entering into such sublicense, including any such provision regarding diligence, insurance, indemnification, confidentiality, reporting, audits, publication, data sharing or regulatory mattersLicense. 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) If MedCo Alnylam becomes aware of a material breach of any sublicense by a Sublicensee any Alnylam Sublicensee, compliance with which is necessary for Alnylam’s compliance with the provisions of the rights granted to MedCo under this Section 6.1Agreement, MedCo Alnylam shall promptly notify Alnylam Genzyme of the particulars of the same and use Commercially Reasonable Efforts to cause the Sublicensee to comply with all the terms of the sublicense necessary for MedCoAlnylam’s compliance with the terms provisions of this Agreement. In the event that (i) the Sublicensee has failed to cure a material breach of such obligations within [***] days after notice of such breach and (ii) such material breach also constitutes a breach of this Agreement, MedCo shall terminate the sublicense at the request of Alnylam; provided, however, that, if such Sublicensee disputes that it has materially breached such obligations, or disputes that it has not timely cured a breach of such obligations, MedCo shall not be obligated to terminate such sublicense until such dispute is resolved by settlement, or in a final, non-appealable decision of a court or arbitrator, finding that such Sublicensee had materially breached such sublicense and had not timely cured such material breach]. Notwithstanding any sublicense, MedCo Alnylam shall remain primarily liable to Alnylam Genzyme for the performance of all of MedCoAlnylam’s obligations under, and MedCoAlnylam’s compliance with all terms and conditions provisions of, this Agreement.