Alnylam/Novartis Research Collaboration and License Agreement

e8vk: "Alnylam will execute a research collaboration and license agreement (“Collaboration Agreement”) with Novartis Institutes for BioMedical Research, Inc., an affiliate of Novartis (“NIBRI”). The collaboration will focus on the discovery of therapeutics based on RNA interference (“RNAi”). During the collaboration, the parties will seek to identify and optimize compounds that function through the mechanism of RNAi and that are directed to selected targets, as described in the Collaboration Agreement.
In consideration for the rights granted to NIBRI under the Collaboration Agreement and to reimburse prior costs incurred by Alnylam to develop in vivo RNAi technology, NIBRI will pay, or cause to be paid, to Alnylam an amount equal to $10 million within ten business days following execution of the Collaboration Agreement. NIBRI will also be required to make payments to Alnylam for research and early development funding and upon the achievement of the milestone events set forth in the Collaboration Agreement relating to program progress, pre-clinical and clinical development and sales milestones, and to pay royalties on annual net sales of products resulting from the collaboration.
The research collaboration has an initial term of three years and may be extended for two additional one-year terms at NIBRI’s election. The Collaboration Agreement will extend with respect to each product in each country until the relevant royalty obligations expire. NIBRI may terminate the Collaboration Agreement after a period of two years under certain circumstances. The Collaboration Agreement may be terminated by either party in the event that the other party breaches its obligations under the Collaboration Agreement.
The Collaboration Agreement provides for the grant to NIBRI of a non-exclusive option to integrate the intellectual property of Alnylam relating to RNAi technology into NIBRI’s operations, under certain circumstances, in connection with which NIBRI will be required to make certain additional payments to Alnylam.
The Collaboration Agreement provides that, with respect to targets not selected by NIBRI for the collaboration, Alnylam retains the right to discover, develop, commercialize or manufacture compounds that function through the mechanism of RNAi or products that contain such compounds as an active ingredient (each, an “Alnylam Program”), provided that NIBRI has a right of first offer in the event that Alnylam proposes to enter into an agreement with a third party with respect to any such Alnylam Program."

Full text of the Alnylam/Novartis Research Collaboration and License Agreement.