0001193125-04-121897 Sample Contracts

AGREEMENT
Agreement • July 21st, 2004 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations

This Schedule 13D was executed by John J. Park on behalf of the individuals listed above pursuant to a Power of Attorney which is being filed with the Securities and Exchange Commission with this Schedule 13D filing for Alnylam Pharmaceuticals, Inc. and said Power of Attorney is incorporated herein by reference and a copy of which is attached as Exhibit 2.

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FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2004 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations

This First Amendment to the Registration Rights Agreement (the “Amendment”) is made as of October 9, 2003 by and among Alnylam Holding Co., a Delaware corporation (the “Corporation”), and the Holders, as defined in the Registration Rights Agreement dated as of July 31, 2003 by and among the Corporation and the persons and entities listed on Schedule A thereto (the “Rights Agreement”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 21st, 2004 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • Massachusetts

This Registration Rights Agreement (this “Agreement”) is entered into as of July 31, 2003 by and among Alnylam Holding Co., a Delaware corporation (the “Corporation”), and the persons and entities listed on Schedule A hereto together with any persons or entities that become parties hereto pursuant to Section 21 hereof (the “Investors”).

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