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Exhibit 10.3
AMENDMENT NO. 2 TO
ADDENDUM RE: INFLUENZA PROGRAM TO
RESEARCH COLLABORATION AND LICENSE AGREEMENT
This
Amendment No. 2 to the Addendum re: Influenza Program to
Research
Collaboration and License Agreement ("Amendment No. 2") is made and
effective as
of May 5, 2006 (the "Amendment No. 2 Effective Date") by and
between Novartis
Institutes for BioMedical Research, Inc., a corporation organized
and existing
under the laws of Delaware, with its principal place of business at
250
Massachusetts Avenue, Cambridge, Massachusetts 02139 ("Novartis"),
and Alnylam
Pharmaceuticals, Inc., a corporation organized and existing under
the laws of
Delaware, with its principal place of business at 300 Third Street,
3rd Floor,
Cambridge, Massachusetts 02142 ("Alnylam").
RECITALS:
WHEREAS, Alnylam and Novartis entered into that certain
Research
Collaboration and License Agreement effective as of October 12,
2005 (the
"Agreement");
WHEREAS, Alnylam and Novartis entered into that Addendum re:
Influenza
Program to Research Collaboration and License Agreement effective
as of February
17, 2006, as amended by Amendment No. 1 to Addendum re: Influenza
Program to
Research Collaboration and License Agreement effective as of March
14, 2006 (the
"Addendum");
WHEREAS, in accordance with Section 9.6 of the Agreement, the
Parties
desire to amend the Addendum as set forth herein;
NOW,
THEREFORE, in consideration of the respective representations,
warranties, covenants and agreements contained herein, and for
other valuable
consideration, the receipt and adequacy of which are hereby
acknowledged,
Alnylam and Novartis agree as follows:
ARTICLE I
DEFINITIONS
1.1
For the purposes of
this Amendment No. 2, capitalized terms, whether
used in the singular or plural form, shall have the respective
meanings ascribed
to such terms in the Addendum, or, if not defined therein, in the
Agreement.
ARTICLE II
PANDEMIC FLU JOINT STEERING COMMITTEE
2.1
Commercialization of
Pandemic Products. The second (2nd) sentence of
Section 2.02 of the Addendum is hereby amended and restated in its
entirety as
follows:
"Such Commercialization, including sales to the USG or an agency
thereof, will
be led by Novartis worldwide and shall be overseen by the Pandemic
Flu Joint
Steering Committee; provided, however, that the Parties agree that
Alnylam shall
have the right, but not the
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obligation, to (a) be actively involved in such Commercialization
in the United
States and (b) take the lead in certain aspects
