Press Release January 15, 2014

Goodwin Procter Represents Alnylam in Transformational Alliance With Genzyme

Attorneys from Goodwin Procter represented Alnylam Pharmaceuticals, Inc. in its recently announced transformational alliance with Genzyme for RNAi therapeutics as genetic medicines. The expanded collaboration is expected to accelerate and expand the global product value for Alnylam’s RNAi therapeutic genetic medicine pipeline, including “Alnylam 5x15” Programs.

In the alliance, Alnylam retains broad product rights in North America and Western Europe, and Genzyme obtains rights to access Alnylam’s genetic medicines pipeline in the rest of world and receives co-development, co-commercialization rights or global rights to three programs. Alnylam will receive R&D funding for programs where Genzyme has elected to opt-in for development and commercialization. Further, Alnylam is eligible to receive milestones and royalties.

In addition, Genzyme will become a major Alnylam shareholder through an upfront purchase of $700 million of newly issued stock at approximately $80/share, representing an approximately 12% ownership position. This alliance significantly bolsters Alnylam's balance sheet to over $1 billion in cash, enabling an increased investment in Alnylam’s RNAi therapeutics pipeline and is expected to secure Alnylam's financial independence through to multiple product launches.

This transaction is subject to customary closing conditions and clearances under the Hart-Scott Rodino Antitrust Improvements Act.

The Goodwin team for Alnylam was led by partners Kingsley Taft and Mitchell Bloom. The equity financing was led by partners Mitchell Bloom, Gregg Katz and Jim Matarese. The licensing transaction was led by partners Kingsley Taft, Chris Denn and Arthur McGivern, and counsel Sarah Solomon.

For more information about the alliance, please refer to the Alnylam press release.