Common use of Selection of Program Targets Clause in Contracts

Selection of Program Targets. (a) As of the Effective Date, the Parties have selected [**] as the subject of the Program to be progressed by the Parties during the Research Term. (b) Prior to [**], Roche shall have the right to propose, in accordance with the remainder of this Section 4.3, additional Targets directed to [**] until up to one (1) additional Target is accepted by Alnylam as a Program Target pursuant to Section 4.3(d) below. Notwithstanding anything in this Agreement to the contrary, Roche shall not have the right to propose any Blocked Target, VEGF or KSP for inclusion as a Program Target hereunder. (c) Alnylam shall submit any additional Target proposed by Roche in accordance with clause (b) above to Novartis in accordance with Section 2.6 of the LCA. Alnylam hereby waives, and Roche shall not be required to [**] with respect to the Target proposed by Roche pursuant to this Section 4.3 which would otherwise have been payable to Alnylam pursuant to Section 2.6 of the LCA. If Roche submits multiple Targets simultaneously, then the Parties shall agree to present [**] to Novartis, unless the Parties otherwise mutually agree that such [**]. (d) Subject to Novartis’ rejection or waiver of each proposed additional Target pursuant to clause (c) above, if Alnylam provides, in its sole discretion, written approval of such proposed additional Target (such approval not to be unreasonably withheld by Alnylam), such Target shall be deemed a Program Target for all purposes hereunder. (e) If Novartis or Alnylam (approval not to be unreasonably withheld by Alnylam) rejects any proposed Target, Roche shall have the right to propose that an additional Target meeting the requirements set forth in Section 4.3(b) be included in the Program. If Roche does not propose any additional Target for inclusion as a Program Target by [**], then Roche’s right to propose an additional Program Target pursuant to this Section 4.3 shall have no further force or effect, and the sole subject of the Program and the Collaboration shall remain [**]. Once the first such additional proposed Target is included in the Program, Alnylam shall have no obligation to waive, and Roche shall thereafter be obligated to [**], unless the Parties otherwise mutually agree that such [**] shall be waived. (f) For purposes of clarity, while the Parties contemplate that Roche may use Alnylam Platform Patent Rights or Alnylam Platform Know-How under the LCA to perform activities with respect to the Program Target during the Term, any activities conducted with respect to a Program Target shall be conducted pursuant to this Agreement (and not pursuant to the LCA), and the terms of this Agreement (and not the LCA) shall govern the Parties’ respective rights and obligations with respect to such Program Target and corresponding RNAi Products and Licensed Products, including financial obligations.

Selection of Program Targets. The Parties acknowledge that the first Program Target for the Collaboration is the 5-HT4 receptor that has been the target of the 5-HT4 Partial Agonist Program. The Parties acknowledge that the 5-HT4 Partial Agonist Program shall be the first EPIX Program (a) As of sometimes referred to as the "EPIX 5-HT4 Program"). The second Program Target is [********] (the corresponding EPIX Program is the "Second EPIX Program"). PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. Within [********] following the Effective Date, the Parties have selected JSC shall select the third Program Target (the corresponding EPIX Program is the "Third EPIX Program"). Within [********] as following the subject of Effective Date, GSK [********] after consultation with EPIX, will select the Fourth Program Target (the "Fourth Program Target" and the corresponding EPIX Program is the "Fourth EPIX Program"). If EPIX can demonstrate [********] that EPIX is (i) [********] in silico receptor modeling, in silico drug design or screening, biology, chemistry or Development efforts targeting a particular biological receptor; [********] (ii) [********] with a Third Party towards an agreement that would [********] to be progressed by the Parties during the Research Term. grant rights hereunder to GSK or otherwise to perform hereunder, for example, with respect to rights in any compounds that [********] (biii) Prior already is [********] to such [********], Roche in each case, at the time of such designation by GSK, then such biological receptor shall have the right to propose, in accordance with the remainder of this Section 4.3, additional Targets directed to [**] until up to one (1) additional Target is accepted by Alnylam as a Program Target pursuant to Section 4.3(d) below. Notwithstanding anything in this Agreement to the contrary, Roche shall not have the right to propose any Blocked Target, VEGF or KSP for inclusion as a Program Target hereunder. (c) Alnylam shall submit any additional Target proposed by Roche in accordance with clause (b) above to Novartis in accordance with Section 2.6 of the LCA. Alnylam hereby waives, and Roche shall not be required to [**] with respect to the Target proposed by Roche pursuant to this Section 4.3 which would otherwise have been payable to Alnylam pursuant to Section 2.6 of the LCA. If Roche submits multiple Targets simultaneously, then the Parties shall agree to present [**] to Novartis, unless the Parties otherwise mutually agree that such [**]. (d) Subject to Novartis’ rejection or waiver of each proposed additional Target pursuant to clause (c) above, if Alnylam provides, in its sole discretion, written approval of such proposed additional Target (such approval not to be unreasonably withheld by Alnylam), such Target shall be deemed a Program Target for all purposes hereunder. (e) If Novartis or Alnylam (approval not to be unreasonably withheld by Alnylam) rejects any proposed Target, Roche shall have the right to propose that an additional Target meeting the requirements set forth in Section 4.3(b) be included in the Program. If Roche does not propose any additional Target for inclusion as a Program Target by [**], then Roche’s right to propose an additional Program Target pursuant to this Section 4.3 shall have no further force or effect, and the sole subject of the Program and the Collaboration shall remain [**]. Once the first Under such additional proposed Target is included in the Programcircumstances, Alnylam EPIX shall have no obligation to waive, and Roche shall thereafter be obligated to [**], unless the Parties otherwise mutually agree that promptly provide such [**] shall be waived. (f) For purposes of clarity, while the Parties contemplate that Roche may use Alnylam Platform Patent Rights or Alnylam Platform Know-How under the LCA to perform activities with respect to the Program Target during the Term, any activities conducted with respect written documentation to a Program Target shall be conducted pursuant to this Agreement (and not pursuant to the LCA)neutral third party, and the terms of this Agreement (and not the LCA) shall govern identified jointly by the Parties’ respective rights , who will review such documentation and obligations with respect to such Program Target and corresponding RNAi Products and Licensed Products, including financial obligationsdetermine whether this exception applies.

Selection of Program Targets. (a) As of the Effective Date, the Parties have selected [**] as the subject of the Program to be progressed by the Parties during the Research Term. (b) Prior to [**], Roche shall have the right to propose, in accordance with the remainder of this Section 4.3, additional Targets directed to [**] until up to one (1) additional Target is accepted by Alnylam as a Program Target pursuant to Section 4.3(d) below. Notwithstanding anything in this Agreement to the contrary, Roche shall not have the right to propose any Blocked Target, VEGF or KSP for inclusion as a Program Target hereunder. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (c) Alnylam shall submit any additional Target proposed by Roche in accordance with clause (b) above to Novartis in accordance with Section 2.6 of the LCA. Alnylam hereby waives, and Roche shall not be required to [**] with respect to the Target proposed by Roche pursuant to this Section 4.3 which would otherwise have been payable to Alnylam pursuant to Section 2.6 of the LCA. If Roche submits multiple Targets simultaneously, then the Parties shall agree to present [**] to Novartis, unless the Parties otherwise mutually agree that such [**]. (d) Subject to Novartis’ rejection or waiver of each proposed additional Target pursuant to clause (c) above, if Alnylam provides, in its sole discretion, written approval of such proposed additional Target (such approval not to be unreasonably withheld by Alnylam), such Target shall be deemed a Program Target for all purposes hereunder. (e) If Novartis or Alnylam (approval not to be unreasonably withheld by Alnylam) rejects any proposed Target, Roche shall have the right to propose that an additional Target meeting the requirements set forth in Section 4.3(b) be included in the Program. If Roche does not propose any additional Target for inclusion as a Program Target by [**], then Roche’s right to propose an additional Program Target pursuant to this Section 4.3 shall have no further force or effect, and the sole subject of the Program and the Collaboration shall remain [**]. Once the first such additional proposed Target is included in the Program, Alnylam shall have no obligation to waive, and Roche shall thereafter be obligated to [**], unless the Parties otherwise mutually agree that such [**] shall be waived. (f) For purposes of clarity, while the Parties contemplate that Roche may use Alnylam Platform Patent Rights or Alnylam Platform Know-How under the LCA to perform activities with respect to the Program Target during the Term, any activities conducted with respect to a Program Target shall be conducted pursuant to this Agreement (and not pursuant to the LCA), and the terms of this Agreement (and not the LCA) shall govern the Parties’ respective rights and obligations with respect to such Program Target and corresponding RNAi Products and Licensed Products, including financial obligations.