ALNYLAM PHARMACEUTICALS, INC. 4,736,842 Shares of Common Stock Underwriting AgreementAlnylam Pharmaceuticals, Inc. • January 26th, 2015 • 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 Deutsche Bank Securities Inc. are acting as representatives (the “Representatives”), an aggregate of 4,736,842 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 710,526 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”.
