Vutrisiran. The Protocol for the HELIOS-B Trial (the “HELIOS-B Protocol”) existing on the Effective Date, which is named “Clinical Study Xxxxxxxx XXX-XXXXX00-000” and dated as of 22 August 2019, has been provided to Blackstone.
Vutrisiran. Blackstone will pay up to a cap of Seventy Million U.S. Dollars ($70,000,000) of Development Costs for the HELIOS-B Trial (such costs, the “Vutrisiran Development Costs” and such cap, the “Vutrisiran Maximum Development Costs”) in accordance with the funding schedule set forth in Section 4.3. For clarity, (a) Blackstone will be entitled to invest the Vutrisiran Development Costs (up to the Vutrisiran Maximum Development Costs) in an amount equal to Alnylam’s Development expenses for Vutrisiran during the Development Term for Vutrisiran (which Development expenses will be provided to Blackstone through the JSC), and (b) Alnylam agrees not to use additional funding from a Third Party for the Development of Vutrisiran until the Vutrisiran Maximum Development Costs have been provided to Alnylam by Blackstone. Notwithstanding the foregoing, in the event that the Vutrisiran Development Costs actually exceed the payments made by Blackstone under this Section 4.1.1 (including as a result of certain Development Events not yet having been achieved pursuant to Section 4.3), then Alnylam may use additional funding from a Third Party for the Development of Vutrisiran to cover any such shortfall in funding; provided that, if such shortfall is a result of a Development Event not yet having been achieved, then Alnylam may only seek such Third Party funding for the Development Costs payable under the Funding Tranche corresponding to such Development Event; and provided further, that regardless of whether Alnylam utilizes such Third Party funding, Blackstone will remain entitled to invest an amount up to the Vutrisiran Maximum Development Costs, such that the total amount of Alnylam’s Development expenses for Vutrisiran during the Development Term set forth in the foregoing (a) will not be reduced by the amount of such Third Party funding. As between the Parties, any Development Costs in excess of the Vutrisiran Maximum Development Costs will be borne by Alnylam.
Vutrisiran. Blackstone will pay the Vutrisiran Development Costs to Alnylam in Funding Tranches on the basis of Alnylam’s achievement of the Development Events set forth on Schedule 4.3(a)until the date on which the Vutrisiran Development Costs reach the Vutrisiran Maximum Development Costs. For clarity, Blackstone will have no obligation to fund any Funding Tranche of the Vutrisiran Development Costs unless and until the corresponding Development Event has been met. With respect to each Funding Tranche, such payments will be made quarterly within [***] following Blackstone’s receipt of an invoice from Alnylam for such quarterly payment, which invoice will be issued within [***] following the start of each Calendar Quarter in the foregoing time period..
