Collaboration and License Agreement (2006)Full Document 

Start of Preview
                       COLLABORATION AND LICENSE AGREEMENT

                                 BY AND BETWEEN

                          ALNYLAM PHARMACEUTICALS, INC.

                                       AND

                               BIOGEN IDEC MA INC.

Confidential



                                                                    CONFIDENTIAL
                                                                  EXECUTION COPY

                       COLLABORATION AND LICENSE AGREEMENT

This Collaboration and License Agreement dated the 20th day of September, 2006
(the "Execution Date") is by and between Alnylam Pharmaceuticals, Inc., a
corporation organized and existing under the laws of the State of Delaware and
having its principal office at 300 Third Street, Third Floor, Cambridge,
Massachusetts 02142 ("Alnylam"), and Biogen Idec MA Inc., a corporation
organized and existing under the laws of the Commonwealth of Massachusetts and
having its principal office at 14 Cambridge Center, Cambridge, MA 02142 ("Biogen
Idec").

                                  INTRODUCTION

WHEREAS, Alnylam has developed technology useful for the discovery, development,
manufacture, characterization or use of therapeutic products that function
through RNA interference;

WHEREAS, Biogen Idec is in the business of discovering, developing,
manufacturing and commercializing human therapeutic products;

WHEREAS, Alnylam and Biogen Idec are interested in collaborating, on the terms
and conditions set forth herein, in the discovery and development of RNAi
Therapeutics (as defined below) directed to the JC virus for use in the Field
(as defined below).

NOW, THEREFORE, Alnylam and Biogen Idec agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

When used in this Agreement, each of the following terms shall have the meanings
set forth in this Article 1:

     1.1  "ACTIVE IND" means an IND submitted to a Regulatory Authority by
          Biogen Idec or an Affiliate where such Regulatory Authority did not
          notify Biogen Idec or such Affiliate within thirty (30) days of such
          submission that it may not proceed under such IND.

     1.2  "AFFILIATE" means any corporation, company, partnership, joint venture
          and/or firm which controls, is controlled by, or is under common
          control with a specified person or entity. For purposes of this
          Section 1.2, "control" shall be presumed to exist if one of the
          following conditions is met: (a) in the case of corporate entities,
          direct or indirect ownership of at least fifty percent (50%) of the
          stock or shares having the right to vote for the election of
          directors, and (b) in the case of non-corporate entities, direct or
          indirect ownership of at least fifty percent (50%) of the equity
          interest with the power to direct the management and policies of such
          non-corporate entities. The Parties acknowledge that in the case of
          certain entities organized under the laws of certain countries outside
          of the United States, the maximum percentage ownership permitted by
          law for a foreign investor may



                                                                    CONFIDENTIAL
                                                                  EXECUTION COPY

          be less than fifty percent (50%), and that in such case such lower
          percentage shall be substituted in the preceding sentence, provided
          that such foreign investor has the power to direct the management and
          policies of such entity.

     1.3  "ALNYLAM COLLABORATION IP" means (a) any improvement, discovery or
          Know-How, patentable or otherwise, first identified, discovered or
          developed solely by employees of Alnylam or its Affiliates, or other
          persons not employed by Biogen Idec acting on behalf of Alnylam, under
          the Collaboration, and (b) any Patent Rights in the Territory which
          claim, cover or relate to such improvements, discoveries or Know-How
          and are Controlled by Alnylam at any time during the Collaboration
          Term. Alnylam Collaboration IP excludes Alnylam's interest in Joint
          Collaboration IP.

     1.4  "ALNYLAM IN-LICENSE" means an agreement between Alnylam and a Third
          Party pursuant to which Alnylam has rights and obligations with
          respect to, or which otherwise Cover, an RNAi Therapeutic and which is
          necessary to Discover, Develop, Commercialize and/or Manufacture an
          RNAi Therapeutic directed to JCV in the Field in the Territory,
          including without limitation the Existing Alnylam In-Licenses.

     1.5  "ALNYLAM KNOW-HOW" means Know-How that is either (a) Controlled by
          Alnylam on the Effective Date, or (b) comes within Alnylam's Control
          during the Term (other than Alnylam's rights in Joint Collaboration IP
          and Alnylam Collaboration IP).

     1.6  "ALNYLAM PATENT RIGHTS" means Patent Rights that (a) claim (i) Alnylam
          Know-How, or (ii) the identification, characterization, optimization,
          construction, expression, use or production of an RNAi Therapeutic,

End of Preview