ALNYLAM PHARMACEUTICALS, INC. 8,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 16th, 2013 • Alnylam Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Alnylam Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representative (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
