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CROSS-LICENSE AGREEMENT By and Among ALNYLAM PHARMACEUTICALS, INC. TEKMIRA PHARMACEUTICALS CORPORATION And PROTIVA BIOTHERAPEUTICS INC. Dated

Key Takeaway: CROSS-LICENSE AGREEMENT ALNYLAM PHARMACEUTICALS, INC. TEKMIRA PHARMACEUTICALS CORPORATION PROTIVA BIOTHERAPEUTICS INC. Dated: November 12, 2012 ARTICLE I DEFINITIONS 2 ARTICLE II LICENSE GRANTS AND RELATED RIGHTS 12 2.1 License Grants to Tekmira 12 2.2 License Gra

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CROSS-LICENSE AGREEMENT
ALNYLAM PHARMACEUTICALS, INC.
TEKMIRA PHARMACEUTICALS CORPORATION
PROTIVA BIOTHERAPEUTICS INC.
Dated: November 12, 2012
ARTICLE I DEFINITIONS 2
ARTICLE II LICENSE GRANTS AND RELATED RIGHTS 12
2.1 License Grants to Tekmira 12
2.2 License Grants to Alnylam 12
2.3 Sublicensing 13
2.4 Coordination with Supplemental Agreement 14
2.5 Covenants Not to Sue 15
2.6 Retained Rights 15
2.7 Rights in Bankruptcy 15
ARTICLE III SELECTION OF ADDITIONAL TARGETS 15
3.1 Tekmira Additional Targets 15
3.2 Alnylam Additional Exclusive Targets 16
3.3 Selection Process 16
ARTICLE IV FINANCIAL PROVISIONS 17
4.1 Manufacturing Opt-Out Payment 17
4.2 Restructuring Payment 17
4.3 Milestones with Respect to Tekmira Milestone Products 17
4.4 Milestones with Respect to Biodefense Targets 18
4.5 Milestones with Respect to Alnylam Products 19
4.6 Milestones for Certain Alnylam Existing Exclusive Targets 20
4.7 Royalty Term 20
4.8 Royalties Payable by Tekmira 21
4.9 Royalties on Alnylam Products 21
4.10 Royalty Reduction 22
4.11 Third Party License Payments 23
4.12 Reports 23
4.13 Tax Withholding 24
4.14 Payments 24
4.15 Audits 24
ARTICLE V INTELLECTUAL PROPERTY 24
5.1 Category 1, 2 and 3 Patents 24
5.2 Prosecution and Maintenance of Other Patents 25
5.3 Third Party Infringement of Alnylam s Patents 25
5.4 Competitive Infringement of Category 1 Patents 25
5.5 Third Party Infringement of Tekmira s Patents 26
5.6 Patent Certification 27
ARTICLE VI CONFIDENTIAL INFORMATION AND PUBLICITY 27
6.1 Non-Disclosure of Confidential Information 27
6.2 Limitation on Disclosures 29
6.3 Publicity 29
ARTICLE VII INDEMNIFICATION AND INSURANCE 29
7.1 Tekmira Indemnification 29
7.2 Alnylam Indemnification 30
7.3 Tender of Defense; Counsel 30
7.4 Tekmira Insurance 31
7.5 Alnylam Insurance 31
ARTICLE VIII EXPORT 32
8.1 General 32
8.2 Delays 32
8.3 Assistance 32
ARTICLE IX TERM AND TERMINATION 32
9.1 Term; Expiration 32
9.2 Material Breach 32
9.3 Challenges of Alnylam s Patents 33
9.4 Challenges of Tekmira Patents 33
9.5 Consequences of Termination; Survival 33
9.6 Licenses upon Termination 34
ARTICLE X MISCELLANEOUS 35
10.1 Representations and Warranties 35
10.2 Dispute Resolution; Arbitration Procedures 36
10.3 Force Majeure 37
10.4 Consequential Damages 37
10.5 Assignment 37
10.6 Notices 38
10.7 Independent Contractors 39
10.8 Governing Law; Jurisdiction 39
10.9 Severability 39
10.10 No Implied Waivers 39
10.11 Headings 39
10.12 Entire Agreement 39
10.13 Waiver of Rule of Construction 39
10.14 No Third Party Beneficiaries 40
10.15 Further Assurances 40
10.16 Performance by Affiliates 40
10.17 Counterparts 40
EXHIBIT A IP MANAGEMENT TERMS 42
SCHEDULE 1.9 ALNYLAM EXISTING IN-LICENSES 47
SCHEDULE 1.10 ALNYLAM EXISTING SUBLICENSES 48
SCHEDULE 1.15 CERTAIN ALNYLAM PATENTS 49
SCHEDULE 1.19 CERTAIN BIODEFENSE TARGETS 50
SCHEDULE 1.22 CATEGORY 1 PATENTS 51
SCHEDULE 1.23 CATEGORY 2 PATENTS 52
SCHEDULE 1.24 CATEGORY 3 PATENTS 53
SCHEDULE 1.70 TEKMIRA MANUFACTURING DOCUMENTS 54
CROSS-LICENSE AGREEMENT
This Cross-License Agreement (this Agreement ) is entered into as of November 12, 2012 (the Effective Date ),
by and among ALNYLAM PHARMACEUTICALS, INC., a corporation organized under the laws of the State of Delaware having a principal office at 300 Third Street, Cambridge, MA 02142, U.S.A. ( Alnylam ), TEKMIRA PHARMACEUTICALS CORPORATION, a
Canadian corporation having a principal office at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 ( Tekmira ), and, solely with respect to Section 10.12, PROTIVA BIOTHERAPEUTICS INC., a wholly-owned subsidiary of Tekmira and
a British Columbia corporation with a principal place of business at 100-8900 Glenlyon Parkway, Burnaby, B.C., Canada V5J 5J8 ( Protiva ).
WHEREAS, Tekmira owns or controls certain intellectual
property covering certain nucleic acid delivery technology known as Lipid Nanoparticle or SNALP ( LNP ) technology (the LNP/SNALP Technology ) that is useful for the delivery of a variety of therapeutic products, including those
that function through RNA interference ( RNAi ) or the modulation of microRNAs ( miRNAs ), and is also engaged in the business of discovering, developing, manufacturing and commercializing human therapeutic products;
WHEREAS, Alnylam owns or controls certain intellectual property covering fundamental aspects of the structure and uses of
therapeutic products that function through RNAi or the modulation of miRNA and certain intellectual property covering LNP/SNALP Technology; and Alnylam is developing capabilities to develop and commercialize such therapeutic products;
WHEREAS, Alnylam and Tekmira are parties to several existing agreements relating to RNAi, miRNA and SNALP/LNP Technology,
including an Amended and Restated License and Collaboration Agreement dated May 30, 2008 (the Alnylam-Tekmira LCA ); an Amended and Restated Cross-License Agreement dated May 30, 2008, between Alnylam and Protiva, now a wholly
owned subsidiary of Tekmira (as amended, the Alnylam-Protiva CLA and collectively with the Alnylam-Tekmira LCA, the Prior Cross-License Agreements ); a Development, Manufacturing and Supply Agreement dated January 2,
2009, as amended, and a Quality Assurance Agreement dated January 29, 2009 (collectively, the Manufacturing Agreements ); a Supplemental Agreement dated July 27, 2009, among Tekmira, Protiva, Alnylam, AlCana Technologies, Inc.
( AlCana ) and the University of British Columbia ( UBC ) (the Supplemental Agreement ) and a related Sponsored Research Agreement dated July 26, 2009, among Alnylam, UBC and AlCana (the Sponsored Research
Agreement ); and a Sublicense Agreement dated January 8, 2007, between Alnylam and Inex Pharmaceuticals Corporation (to which Tekmira is the successor in interest) (the UBC Sublicense );
WHEREAS, the Parties have entered into a Settlement Agreement concurrently with the execution of this Agreement (the
Settlement Agreement ) pursuant to which they have agreed to settle certain disputes between them;
WHEREAS, in connection with the Settlement Agreement, the Parties have agreed to
replace the Prior Cross-License Agreements with this Agreement, supersede rights and obligations under the Supplemental Agreement as between themselves with the rights and obligations set forth in this Agreement, and terminate the Manufacturing
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Alnylam and Tekmira enter into this Agreement effective as of the Effective Date:
ARTICLE I DEFINITIONS
General. When used in this Agreement,
each of the following terms, whether used in the singular or plural, will have the meanings set forth in this Article I.
Act means the United States Federal Food, Drug, and Cosmetic Act of 1938, 21 U.S.C. 321 et seq., as such may be amended from time to time, and its implementing regulations.
1.2 Active Internal Development Program means, with respect to a particular siRNA Product or miRNA Product, that, as of the time
of Target selection under Section 3.3(a), there is an active program of Research, Development or Commercialization with respect to such siRNA Product or miRNA Product at such Party or any of its Affiliates.
1.3 Affiliate means, with respect to a Person, any corporation, company, partnership, joint venture and/or firm which controls, is
controlled by, or is under common control with such Person. For purposes of the foregoing sentence, control means (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, or (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.
1.4 Aggregate Annual Net Sales means, for each calendar year starting with
the calendar year in which the First Commercial Sale occurs for a Product, the total Net Sales of such Product during such calendar year.
1.5 ALN-TTR means Alnylam s siRNA Product in an LNP Formulation that is designed to target the human TTR gene product.
1.6 ALN-VSP means Alnylam s siRNA Product in an LNP Formulation that is designed to target the human VEGF and KSP gene products.
1.7 Alnylam Exclusive Target means any of the Alnylam Existing Exclusive Targets or any of the Alnylam Additional Exclusive
1.8 Alnylam Existing Exclusive Target means any of the following Targets: VSP (VEGF and KSP used in
combination), TTR and PCSK9.
1.9 Alnylam Existing In-License means any of the agreements set forth on
Schedule 1.9, pursuant to which Alnylam has a license from any Third Party under any Alnylam Licensed Technology.
Alnylam Existing Sublicense means any of the agreements set forth on Schedule 1.10, pursuant to which Alnylam has granted a sublicense to any Third Party under any Tekmira Combined Licensed Technology and/or Category 1 Patent.
1.11 Alnylam Field means the use of siRNA Products or miRNA Products directed to an Alnylam Target for the prevention, treatment
or palliation of human disease, and related Research, Development and Commercialization activities.
Know-How means all Know-How Controlled by Alnylam as of the Effective Date and that, prior to the Effective Date, was (a) disclosed by Alnylam to Tekmira or (b) otherwise learned by Tekmira; provided, that Alnylam
Know-How shall not include Know-How learned by Tekmira solely as a result of the litigation settled pursuant to the Settlement Agreement.
1.13 Alnylam Licensed Technology means, collectively, the Alnylam Patents and the Alnylam Know-How.
1.14 Alnylam Non-Exclusive Target means any Target that is not an Alnylam Exclusive Target or a Tekmira Exclusive Target.
1.15 Alnylam Patent means any Patent Controlled by Alnylam as of the Effective Date that was filed, or claims priority to a Patent that was filed, before April 15, 2010, or any foreign
counterpart of any of the foregoing Patents, and that either:
(a) is listed on Schedule 1.15; or
(b) is related to general siRNA structures or modifications (excluding conjugated siRNAs); or
(c) has claims relating to a lipid or an LNP Formulation or its manufacture; or
(d) has claims relating to non-conjugated siRNAs directed to a Tekmira Target.
Alnylam Patents shall not include any Patent that (i) is a UBC Patent; or (ii) is Controlled by Alnylam pursuant to an
in-license that is not an Alnylam Existing In-License.
Notwithstanding the foregoing, the licenses granted to Tekmira under
Section 2.1 with respect to the Patents in Section 1.15(c) above will only include Researching, Developing and Commercializing Tekmira Products in an LNP Formulation.
1.16 Alnylam Product means an siRNA Product or miRNA Product Researched, Developed or Commercialized by Alnylam, its Affiliates or
Sublicensees that is directed to an Alnylam Target.
1.17 Alnylam Sublicensable Product means an Alnylam Product that has been developed
by Alnylam or its Affiliates [Redacted product description]. Any such Alnylam Product described in clause (a) may also include existing or future back up or improvement oligonucleotide products directed to the same Target as such
Product in LNP Formulations or other lipid-based formulations.
1.18 Alnylam Target means any of the Alnylam Exclusive
Targets or Alnylam Non-Exclusive Targets.
1.19 Biodefense Target means (a) a Target within the genome of one or
more Category A, B and C pathogens, as defined by the National Institute of Allergy and Infectious Diseases, including without limitation, pathogens set forth on Schedule 1.19, but specifically excluding influenza virus, or (b) an endogenous
cellular Target against which Alnylam Develops and/or Commercializes an Alnylam Product for commercial supply to one or more Funding Authorities.
1.20 Bona Fide Collaboration means a collaboration between Alnylam and one or more Third Parties involving Research, Development, Manufacture and/or Commercialization of one or more Alnylam
Products and established under a written agreement in which (a) the scope of the licenses granted, and financial or other commitments of value, are of material value to Alnylam, and (b) Alnylam undertakes and performs substantial, mutual
research, development and/or commercialization activity with the Third Party. For purposes of clarity, it is understood and agreed that no collaboration in which all or substantially all of Alnylam s contributions or anticipated contributions
are or will be in the form of the grant by Alnylam of licenses or sublicenses to one or more intellectual property rights will be considered a Bona Fide Collaboration.
1.21 Business Day means a day on which banking institutions in Boston, Massachusetts and Vancouver, British Columbia, Canada, are open for business.
1.22 Category 1 Patent means any Patent set forth on Schedule 1.22, any Patent Controlled by Tekmira after the Effective Date that
claims priority to any of the Patents set forth on Schedule 1.22, or any foreign counterpart of any of the foregoing Patents.
1.23 Category 2 Patent means any Patent set forth on Schedule 1.23, any Patent Controlled by Alnylam after the Effective Date that
claims priority to any of the Patents set forth on Schedule 1.23, or any foreign counterpart of any of the foregoing Patents.
1.24 Category 3 Patent means any Patent set forth on Schedule 1.24, any Patent Controlled by Alnylam after the Effective Date that
claims priority to any of the Patents set forth on Schedule 1.24, or any foreign counterpart of any of the foregoing Patents.
1.25 Combination Product means a product that incorporates in a combination one or more pharmacologically active ingredients in
addition to the active pharmaceutical ingredient in the Alnylam Product or Tekmira Product, as applicable.
Commercialize or Commercialization means any and all activities directed to Manufacturing (including, without limitation, by means of contract manufacturers), marketing, promoting, distributing, importing, exporting and selling a
Product, in each case for commercial purposes, and activities directed to obtaining pricing and reimbursement approvals, as applicable.
1.27 Confidential Information means all proprietary or confidential information and
materials, patentable or otherwise, of a Party disclosed by or on behalf of such Party to the other Party before, on or after the Effective Date, including, without limitation, chemical substances, formulations, techniques, methodology, equipment,
data, reports, Know-How, sources of supply, patent positioning, business plans, and also including without limitation proprietary and confidential information of Third Parties in possession of such Party under an obligation of confidentiality,
whether or not related to making, using or selling Products.
1.28 Control, Controls or Controlled by
means, with respect to any Know-How or Patent, the possession of (whether by ownership or license, other than pursuant to this Agreement), or the ability of a Party or any of its Existing Affiliates to grant access to, or a license or sublicense of,
such Know-How or Patent as provided for herein without violating the terms of any agreement or other arrangement with any Third Party existing at the time such Party would be required hereunder to grant the other Party such access or license or
1.29 Cover, Covers or Covered by means, with respect to a product and a Patent, that, but
for ownership of or a license or sublicense under such Patent, the making, using, selling, offering for sale or importing of, or other stated action with respect to, such product would infringe such Patent (or, if such Patent is a patent
Last updated: Jan 17, 2013