Termination Agreement (2007)Full Document 

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TERMINATION AGREEMENT
     THIS TERMINATION AGREEMENT, dated September 18, 2007 (this “Agreement”), is made by and between MERCK & Co., Inc., a corporation organized and existing under the laws of New Jersey (“MERCK”) and ALNYLAM Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“ALNYLAM”; MERCK and ALNYLAM together are referred to herein as the “Parties”).
     WHEREAS, the Parties entered into an Amended and Restated Research Collaboration and License Agreement, effective as of July 3, 2006 (the “Collaboration Agreement”), pursuant to which the Parties agreed to collaborate in the research, development and commercialization of RNAi Products directed to certain Targets;
     WHEREAS, pursuant to Section 6.8 of the Collaboration Agreement, on May 21, 2007, MERCK provided an Initial Notice to ALNYLAM of the discontinuation by MERCK of the development of all RNAi Products directed to the MERCK Development Targets under the Collaboration Agreement and such MERCK Development Targets thus became Dropped MERCK Development Targets. On July 3, 2007, ALNYLAM informed MERCK in writing that it was not interested in developing and/or commercializing any of the Dropped MERCK Development Targets and thus ALNYLAM’s right of first negotiation under Section 6.8 of the Collaboration Agreement with respect to such Dropped MERCK Development Targets has expired;
     WHEREAS, ALNYLAM is developing the [**] Target pursuant to Section 2.2 of the Collaboration Agreement subject to MERCK’s Opt-in Right; and the Parties are collaborating in the development of the Co-Development Target known as [**] pursuant to Article 3 of the Collaboration Agreement;
     WHEREAS, MERCK and ALNYLAM no longer desire to collaborate in the research, development or commercialization of RNAi Products directed to any Targets;
     WHEREAS, the Parties now desire to terminate the Collaboration Agreement and all licenses to Develop, Manufacture and Commercialize RNAi Products thereunder;
     NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1.   Termination. Effective as of the date of this Agreement (the “Termination Date”) the Parties hereby terminate the Collaboration Agreement. Notwithstanding Section 12.5 of the Collaboration Agreement, except as otherwise expressly set forth in this Agreement all rights and obligations of the Parties under the Collaboration Agreement shall cease, including without limitation, (a) the obligation to complete a final report pursuant to Section 2.1 of the Collaboration Agreement, (b) MERCK’s Opt-In Right with respect to the [**] Target pursuant to Section 2.2 of the Collaboration Agreement and any all license grants from
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    MERCK to ALNYLAM relating to the [**] Target, (c) the Parties’ obligation to exchange information pursuant to Section 2.3 of the Collaboration Agreement, (d) MERCK’s right and obligation to nominate additional MERCK RNAi Novel Targets pursuant to Section 3.2 of the Collaboration Agreement, (e) the Therapeutic Collaboration with respect to [**] and any and all license grants from one Party to the other Party relating to [**], and (f) all license grants to Develop, Manufacture and/or Commercialize RNAi Therapeutic Products under the Collaboration Agreement.
 
2.   Definitions. Terms defined in the Collaboration Agreement and used either in this Agreement (except to the extent separately defined herein) or in the provisions of the Collaboration Agreement which, pursuant to this Agreement, shall continue to apply, shall have the meanings given to them in the Collaboration Agreement.
 
3.   Collaboration Funding and Payments. As of the Termination Date, each Party has made all payments payable to the other Party pursuant to the Collaboration Agreement, if any, including pursuant to Sections 3.9 and 9 of the Collaboration Agreement.
 
4.   Licenses.
  (a)   ALNYLAM Grant to MERCK. ALNYLAM hereby grants to MERCK a non-exclusive, royalty-free license in the Territory, with a right to sublicense to its Affiliates, (i) under ALNYLAM Target Identification and Target Validation RNAi Patent Rights, (ii) under ALNYLAM Technology Collaboration Inventions, (iii) to ALNYLAM RNAi Technology and (iv) under ALNYLAM-Assigned Therapeutic Collaboration Inventions, that in the case of each of (i), (ii) and (iii) were Controlled by ALNYLAM or its Affiliates during the Technology Collaboration Term; in each case during and after the Collaboration Term, for the sole purpose of in vitro and/or in vivo target identification and/or target validation research relating to drug discovery and/or development activities of MERCK and/or its Affiliates, including in collaborations with Third Parties in which MERCK and/or its Affiliates has any rights (but not necessarily all rights) to discoveries made. Notwithstanding any other provisions of this Agreement, the license grant to MERCK under ALNYLAM-Assigned Therapeutic Collaboration Inventions shall be perpetual. Notwithstanding anything to the contrary herein, the licenses to ALNYLAM Technology hereunder shall not include licenses to Patent Rights licensed by ALNYLAM or its Affiliates under [**].

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