“Related Party” means, with respect to (a) Alnylam, Alnylam’s Affiliates and its Sublicensees other than Tekmira and Protiva; (b) Tekmira, Tekmira’s Affiliates and its Sublicensees other than Alnylam; and (c) Protiva, Protiva’s Affiliates and its Sublicensees.
8. Collaboration IP
8.3 Diligence. Alnylam shall use Commercially Reasonable Efforts to research, develop and commercialize a Licensed Product in the Field of Use. For purposes of this Section 8.3, the efforts of Alnylam’s Related Parties shall also be considered the efforts of Alnylam. Alnylam will be considered to have failed to meet its obligations to use Commercially Reasonable Efforts in the event that any of the following occur:
(a) [**] formulation within [**] years after [**]; or
(b) [**] within [**] years after [**] covering at least [**].
In the event of a failure by Alnylam to meet its obligations under subsections (a) or (b) above, the Parties will discuss Alnylam’s failure. If the reason for failure was the result of some factor outside Alnylam’s reasonable control and that such failure did not result from a lack of due diligence on Alnylam’s part, then the Parties will discuss a reasonable extension to the timelines set forth in (a) and/or (b) above. If Alnylam is unable to convince both AlCana and UBC that the reason for failure was the result of some factor outside Alnylam’s reasonable control and that such failure did not result from a lack of due diligence on Alnylam’s part, then UBC shall have the right to convert the Tekmira License to a non-exclusive license in accordance with the procedures set forth in Section 10.2.2, and AlCana shall have, without further act by UBC, an irrevocable, perpetual, royalty-free, worldwide, non-exclusive license under the AlCana Collaboration IP. All other terms and conditions of this Agreement and the Supplemental Agreement shall remain in full force and effect.