0000950123-11-045184 Sample Contracts

AMENDMENT TO CO-EXCLUSIVE LICENSE AGREEMENT
Co-Exclusive License Agreement • May 5th, 2011 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amendment to the Alnylam Co-Exclusive License Agreement is made as of March 14, 2011 (“Effective Date”), by and between Alnylam Pharmaceuticals, Inc. (“Alnylam”), on the one hand, and Whitehead Institute for Biomedical Research (“Whitehead”), Massachusetts Institute of Technology (“MIT”), and Max-Planck-Innovation GmbH (“MI”).

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CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Confidential Settlement Agreement and Mutual Release • May 5th, 2011 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This Confidential Settlement Agreement and Mutual Release (“Confidential Settlement Agreement”) is entered into as of the Effective Date by and between Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V. (“MPG”), Max-Planck-Innovation GmbH (“MI”) (collectively referred to herein as “Max Planck”), and Alnylam Pharmaceuticals, Inc. (“Alnylam”), on the one hand, and Whitehead Institute for Biomedical Research (“Whitehead”), Massachusetts Institute of Technology (“MIT”), and the University of Massachusetts (“UMass”), on the other hand.

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT FOR TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS
Exclusive License Agreement • May 5th, 2011 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This Exclusive License Agreement for Tuschl II United States Patents and Patent Applications (“Agreement”) is made as of March 14, 2011 (“Effective Date”), by and between Alnylam Pharmaceuticals, Inc. (“Alnylam”) and University of Massachusetts (“UMass”).

February 28, 2011 Patricia Allen 7 Ashford Lane Andover, MA 01810 Dear Patty:
Separation Agreement • May 5th, 2011 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This letter is to summarize the terms of the separation package that Alnylam Pharmaceuticals, Inc. (“the Company”) is willing to offer you as a result of your resignation of employment. Please read this letter agreement, which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return it to me so that your separation benefits can begin.

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