exv10w3



 





Execution Copy




Exhibit 10.3




Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




SHARE PURCHASE AGREEMENT




among




ALNYLAM EUROPE AG,




ALNYLAM PHARMACEUTICALS, INC.




and




ROCHE BETEILIGUNGS GMBH




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





A. Prot. 512/2007




NOTARIAL DEED

SHARE PURCHASE AGREEMENT




Negotiated in Basel/Switzerland on 8 July, 2007




Before me, the undersigned Notary Public

Etienne Petitpierre




with official address Gerbergasse 1, CH-Basel appeared today:





	1.	 	Mrs Flavia Canali, with business address at Grenzacherstrasse 124, CH — 4070 Basel,
identified by identity card,





and





	2.	 	Mr. Erik Norström, with business address at Grenzacherstrasse 124, CH — 4070 Basel,
identified by passport




both not acting in their own name but waiving any personal liability with joint signature on behalf
of:



ROCHE BETEILIGUNGS GMBH, a German limited liability company (GmbH), with registered office in
Grenzach-Wyhlen, Germany, registered in the Commercial Register of the lower court (Amtsgericht) in
Freiburg i. Br. under docket No. HRB 700968





	 	 	by means of a power of attorney dated 5 July 2007, the original of which was presented at
the notarization and a certified copy of which will be attached to this deed.
	 
	3.	 	Mr. Florian Anselm, with business address at Maximilianstrasse 31, 80539 Munich,
identified by identity card, not acting in his own name but waiving any personal liability
on behalf of:




Alnylam Europe AG, a German stock corporation with registered office in Kulmbach, Germany,
registered in the Commercial Register of the lower court in Bayreuth under docket No. HRB 3302





	 	 	by means of a power of attorney dated 6 July 2007, the original of which was presented at
the notarisation and a certified copy of which will be attached to this deed.





and





	4.	 	Mr. Rainer Kreifels, with business address at Maximilianstrasse 31, 80539 Munich, identified
by passport, not acting in his own name but waiving any personal liability on behalf of:




Alnylam Pharmaceuticals, Inc., a Delaware corporation, with a principal place of business at 300
Third Street, Cambridge, MA 02142, USA.





	 	 	by means of a power of attorney dated 7 July, the original of which was presented at the
notarisation and a certified copy of which will be attached to this deed.







					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






-i- 









 










The persons appearing requested this Deed to be recorded in the English language. The acting Notary
Public who is in sufficient command of the English language ascertained that the persons appearing
are in command of the English language too. After having been instructed by the acting Notary
Public the persons appearing waived the right to obtain the assistance of a sworn interpreter and
to obtain a certified translation of this Deed.



The acting notary advised the person appearing that a notary who or whose partners in the law firm
have formerly acted as legal advisors to one of the parties involved in the matter to be notarised
would not be entitled to take office as a notary in the matter at hand pursuant to § 233 Sect. 1
(4) of the Introductory Act of the Canton Basel-City relating to the Swiss Civil Code which
provision corresponds with the so-called “Vorbefassungsverbot” under the German Act of Notarisation
(§3 Sect. 1(7)). The acting notary states that he himself and his firm have not been involved in
the matter at hand in the meaning of said provisions.



The persons appearing requested the recording of the following:





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






-ii- 









 








TABLE OF CONTENTS




	 	 	 	 	 
	Section	 	Page
	ARTICLE I COMPLETION OF SPIN-OFF; PURCHASE AND SALE OF THE SHARES
	 	 	1	 
	 
	 	 	 	 
	1.1. Completion of the Spin-off
	 	 	1	 
	1.2. Sale and Purchase of the Shares from the Stockholder
	 	 	1	 
	1.3. Transfer of the Shares
	 	 	1	 
	1.4. Transfer of Ancillary Rights
	 	 	1	 
	1.5. Further Assurances
	 	 	1	 
	1.6. Purchase Price and Closing Confirmation
	 	 	2	 
	1.7. Escrow Account
	 	 	2	 
	1.8. Releases from the Escrow Account
	 	 	2	 
	1.9. Final release
	 	 	2	 
	1.10. The Closing
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II REPRESENTATIONS OF THE STOCKHOLDER REGARDING THE SHARES
	 	 	3	 
	 
	 	 	 	 
	2.1. Title
	 	 	3	 
	2.2. Authority
	 	 	3	 
	2.3. Regulatory Approvals
	 	 	3	 
	2.4. Brokers
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS OF THE STOCKHOLDER AND ALNYLAM EUROPE
REGARDING THE COMPANY AND ALNYLAM EUROPE
	 	 	4	 
	 
	 	 	 	 
	3.1. Organization, Qualification and Corporate Power
	 	 	4	 
	3.2. Capitalization
	 	 	5	 
	3.3. Authorization of Transaction
	 	 	5	 
	3.4. Noncontravention
	 	 	5	 
	3.5. Alnylam Europe Subsidiaries
	 	 	6	 
	3.6. Financial Statements
	 	 	6	 
	3.7. Absence of Certain Changes
	 	 	6	 
	3.8. Undisclosed Liabilities
	 	 	6	 
	3.9. Brokers’ Fees
	 	 	6	 
	3.10. Tangible Personal Property
	 	 	6	 
	3.11. Owned Real Property
	 	 	6	 
	3.12. Real Property Leases
	 	 	7	 
	3.13. Books and Records
	 	 	7	 
	3.14. Contracts
	 	 	7	 
	3.15. Powers of Attorney
	 	 	9	 
	3.16. Insurance
	 	 	9	 
	3.17. Litigation
	 	 	9	 
	3.18. Employees
	 	 	9	 






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-iii- 









 






	 	 	 	 	 
	Section	 	Page
	3.19. Employee Benefits.
	 	 	10	 
	3.20. Environmental Matters
	 	 	11	 
	3.21. Legal Compliance
	 	 	12	 
	3.22. Commercial Relationships
	 	 	12	 
	3.23. Permits
	 	 	12	 
	3.24. Certain Business Relationships With Affiliates
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS OF THE BUYER
	 	 	12	 
	 
	 	 	 	 
	4.1. Organization, Qualification and Corporate Power
	 	 	12	 
	4.2. Authorization of Transaction
	 	 	13	 
	4.3. Noncontravention
	 	 	13	 
	4.4. Brokers’ Fees
	 	 	13	 
	4.5. Investment Representation
	 	 	13	 
	 
	 	 	 	 
	ARTICLE V COVENANTS
	 	 	13	 
	 
	 	 	 	 
	5.1. Closing Efforts
	 	 	13	 
	5.2. Governmental and Third-Party Notices and Consents
	 	 	13	 
	5.3. Operation of Business
	 	 	14	 
	5.4. Access to Information
	 	 	15	 
	5.5. Transfer of Business
	 	 	16	 
	 
	 	 	 	 
	ARTICLE VI CONDITIONS TO OBLIGATIONS OF THE BUYER
	 	 	17	 
	 
	 	 	 	 
	6.1. Expiration of ARC Waiting Period
	 	 	17	 
	6.2. Consent of Lenders, Lessors and Other Third Parties
	 	 	17	 
	6.3. Continued Truth of Representations and Warranties
	 	 	17	 
	6.4. Compliance with Covenants and Obligations
	 	 	17	 
	6.5. Adverse Proceedings
	 	 	17	 
	6.6. Resignations
	 	 	17	 
	6.7. Transfer of RNAi Business
	 	 	18	 
	6.8. Certificates and Documents
	 	 	18	 
	6.9. Equity Purchase Agreement
	 	 	18	 
	6.10. License and Collaboration Agreement
	 	 	18	 
	6.11. Transition Services Agreement
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VII CONDITIONS TO OBLIGATIONS OF THE STOCKHOLDER
	 	 	18	 
	 
	 	 	 	 
	7.1. Expiration of ARC Waiting Period
	 	 	18	 
	7.2. Effectiveness of Registrations, Filings and Notices
	 	 	19	 
	7.3. Continued Truth of Representations and Warranties of the Buyer
	 	 	19	 
	7.4. Compliance with Covenants and Obligations
	 	 	19	 
	7.5. Adverse Proceedings
	 	 	19	 
	7.6. Buyer Certificate
	 	 	19	 
	7.7. Equity Purchase Agreement
	 	 	19	 
	7.8. License and Collaboration Agreement
	 	 	19	 






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-iv- 









 






	 	 	 	 	 
	Section	 	Page
	7.9. Transition Services Agreement
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VIII INDEMNIFICATION
	 	 	19	 
	 
	 	 	 	 
	8.1. Indemnification by the Stockholder
	 	 	19	 
	8.2. Indemnification by the Buyer
	 	 	20	 
	8.3. Indemnification Claims
	 	 	20	 
	8.4. Survival of Representations and Warranties
	 	 	21	 
	8.5. Limitations
	 	 	22	 
	 
	 	 	 	 
	ARTICLE IX Tax Matters
	 	 	23	 
	 
	 	 	 	 
	ARTICLE X Post-Closing Agreements
	 	 	25	 
	 
	 	 	 	 
	10.1. No Solicitation or Hiring of Former Employees
	 	 	25	 
	10.2. Company Employee Retention
	 	 	25	 
	10.3. Maintenance of Kulmbach Operations
	 	 	25	 
	10.4. Indemnification
	 	 	26	 
	 
	 	 	 	 
	ARTICLE XI Termination of Agreement
	 	 	26	 
	 
	 	 	 	 
	11.1. Termination by Lapse of Time
	 	 	26	 
	11.2. Termination by Agreement of the Parties
	 	 	26	 
	11.3. Termination by Reason of Breach.
	 	 	27	 
	11.4. Effect of Termination
	 	 	27	 
	 
	 	 	 	 
	ARTICLE XII DEFINITIONS
	 	 	27	 
	 
	 	 	 	 
	ARTICLE XIII MISCELLANEOUS
	 	 	34	 
	 
	 	 	 	 
	13.1. Press Releases and Announcements
	 	 	34	 
	13.2. Notices
	 	 	34	 
	13.3. Entire Agreement; Amendments; Attachments
	 	 	35	 
	13.4. Severability
	 	 	35	 
	13.5. No Third Party Beneficiaries
	 	 	35	 
	13.6. Governing Law, Arbitration
	 	 	35	 
	13.7. Section Headings
	 	 	36	 
	13.8. German Terms
	 	 	36	 
	13.9. Costs
	 	 	36	 






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-v- 









 






Exhibits




	 	 	 	 	 
	     A

	 	-
	 	Closing Confirmation
	     B

	 	-
	 	Escrow Agreement
	     C

	 	-
	 	Transition Services Agreement
	 
	 	 	 	 
	Schedules
	 

	 	 	 	Disclosure Schedule
	6.2

	 	-
	 	Third Party Notices and Consents
	10.2

	 	-
	 	Retention Plan
	A

	 	-
	 	Excluded Assets and Liabilities
	B

	 	-
	 	Fixed Assets
	C

	 	-
	 	[RESERVED]
	D

	 	-
	 	RNAi Contracts
	E

	 	-
	 	[RESERVED]
	F

	 	-
	 	Transferring Individuals






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-vi- 









 





SHARE PURCHASE AGREEMENT




     Agreement (the “Agreement”) entered into as of July 8, 2007 by and among ROCHE BETEILIGUNGS
GMBH, a German limited liability company (GmbH), with registered office in Grenzach-Wyhlen,
Germany, registered in the Commercial Register of the lower court (Amtsgericht) in Freiburg i. Br.
under docket No. HRB 700968 (the “Buyer”), Alnylam Europe AG, a German stock corporation
(“Alnylam Europe”) with registered office in Kulmbach, Germany, registered in the
Commercial Register of the lower court in Bayreuth under docket No. HRB 3302, and Alnylam
Pharmaceuticals, Inc., a Delaware corporation, with a principal place of business at 300 Third
Street, Cambridge, MA 02142, USA (the “Stockholder”), which owns all of the shares in
Alnylam Europe.



Preliminary Statement




     1. Prior to the Closing, the Stockholder shall cause the Company to be created and the
Spin-off to occur.



     2. Prior to the Closing, the Company shall be a wholly-owned direct subsidiary of the
Stockholder.



     3. Subject to the terms and conditions of this Agreement, the Buyer desires to purchase, and
the Stockholder desires to sell, the Shares for the consideration set forth below.



          NOW, THEREFORE, the Parties agree as follows:




I COMPLETION OF SPIN-OFF; PURCHASE AND SALE OF THE SHARES




          1.1. Completion of the Spin-off. Promptly after the date of this Agreement, and prior
to the Closing Date, the Stockholder and Alnylam Europe shall cause the Company to be created and
the Spin-off to be completed by registration in the Commercial Register of Alnylam Europe.




          1.2. Sale and Purchase of the Shares from the Stockholder. Herewith the Stockholder
sells (verkaufen) to the Buyer and the Buyer purchases (kaufen) from the Stockholder the Shares.




          1.3. Transfer of the Shares. Conditioned upon (aufschiebende Bedingung) the execution
and delivery of the Closing Confirmation to the Buyer in accordance with Section 1.6, the
Stockholder herewith transfers (übertragen) and assigns (abtreten) to the Buyer, and the Buyer
hereby acquires and accepts from the Stockholder, the Shares.




          1.4. Transfer of Ancillary Rights. The sale and transfer of the Shares shall include
all ancillary rights appertaining thereto (Nebenrechte), including the rights to the profits of the
Company since the Closing Date.




          1.5. Further Assurances. At any time and from time to time after the Closing, at the
Buyer’s request and without further consideration, the Stockholder shall promptly execute and
deliver such instruments of sale, transfer, conveyance, assignment and confirmation, and





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 







take all such other action as the Buyer may reasonably request, to transfer, convey and assign
to the Buyer, and to confirm the Buyer’s title to, the Shares.



1.6. Purchase Price and Closing Confirmation. The Purchase Price to be paid by the
Buyer to the Stockholder for the Shares shall be USD 15,000,000. Such payment shall be made:





          (a) in the amount of USD [**] (the “Initial Cash Payment Amount”) to the Stockholder at the
Closing Date by wire transfer of immediately available funds to an account designated by the
Stockholder; and




          (b) in the amount of USD [**] (the “Escrow Amount”) to the Escrow Agent.


Concurrently (Zug-um-Zug) against payment of the Purchase Price, the Stockholder shall execute and
deliver the Closing Confirmation to the Buyer.




          1.7. Escrow Account. Prior to the Closing, the Stockholder and the Buyer shall open
an Escrow Account with the Escrow Agent to receive payment by the Buyer of the Escrow Amount. The
Escrow Amount shall serve as collateral for the Buyer with respect to any claims of the Buyer
against the Stockholder arising out of or in connection with this Agreement. The Buyer and the
Stockholder shall be equally responsible for any fee charged by the Escrow Agent or otherwise
arising in connection with the Escrow Account. Unless provided otherwise in this Agreement, the
Escrow Account shall be subject to the terms and conditions set forth in the Escrow Agreement.




          1.8. Releases from the Escrow Account. The Escrow Agent shall be instructed to
release any funds from the Escrow Account only:





          (a) in accordance with corresponding (übereinstimmenden) or joint written instructions from
the Stockholder and the Buyer;




          (b) to the Buyer in such amounts in which claims of the Buyer against the Stockholder under
or in connection with Article VIII or Article IX of this Agreement have been adjudicated by
final court judgment (rechtskräftiges gerichtliches Urteil) or arbitral award (Schiedsspruch),
in each case only upon presentation by the Buyer of an original (Ausfertigung) of the respective
judgment or award; or




          (c) pursuant to Section 1.9.



          1.9. Final release. Within [**] months after the Closing, the Escrow Agent shall
release to the Stockholder the funds then remaining in the Escrow Account, including any interest
accrued thereon, after deduction of the amount of any outstanding payment claim that the Buyer has
asserted against the Stockholder under Article VIII or Article IX of this Agreement by way of a
duly delivered Claim Notice prior to the expiration of the survival period of the Representation
and Warranties according to Section 8.4. The funds remaining in the Escrow Account after such
release shall be released by the Escrow Agent to (a) the Buyer in the amount




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-2-









 




of any claim set forth in a Claim Notice that has been adjudicated by final court judgment or
arbitral award, upon presentation by the Buyer of an original of the respective judgment or award
and (b) the remainder, if any, to the Stockholder upon resolution of all claims under clause (a).




          1.10. The Closing. The Closing shall take place at the offices of MLawGroup,
Maximilianstr. 31, 80539 Munich, Germany commencing at 9:00 a.m., German time, on the Closing Date.




II REPRESENTATIONS OF THE STOCKHOLDER REGARDING THE SHARES




     The Stockholder, by way of an independent guarantee (verschuldensunabhängig) within the
meaning of Section 311 German Civil Code (BGB), represents and warrants to the Buyer that the
statements contained in this Article II are true and correct as of the date of this Agreement (if
not expressly noted otherwise). The scope and content of Stockholder’s representations contained in
this Article II, as well as Stockholder’s liability arising thereunder shall be exclusively
defined by the provisions of this Agreement, which shall be an integral part of the representations
of the Stockholder, and no representation of the Stockholder shall be construed as a seller’s
guarantee (Garantie für die Beschaffenheit der Sache) within the meaning of Sections 443 and 444 of
the German Civil Code.



          2.1. Title. Upon the formation of the Company until the Closing, the Stockholder will
be the sole and direct owner of the Shares and will have good and marketable title to the Shares,
free and clear of any and all covenants, conditions, restrictions, voting trust arrangements,
liens, charges, encumbrances, options and adverse claims or rights (in particular of third parties)
whatsoever.




          2.2. Authority. The Stockholder has the full right, power and authority to enter into
this Agreement and to transfer, convey and sell the Shares to the Buyer and, upon the Closing, the
Buyer will acquire from the Stockholder good and marketable title to the Shares, free and clear of
all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances,
options and adverse claims or rights (in particular of third parties) whatsoever. This Agreement
has been duly and validly executed and delivered by the Stockholder and constitutes a valid and
binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its
terms.




          2.3. Regulatory Approvals. The Stockholder is not a party to, subject to or bound by
any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other
governmental body which would prevent the execution or delivery of this Agreement by the
Stockholder or the transfer, conveyance and sale of the Shares pursuant to the terms hereof.




          2.4. Brokers. The Stockholder has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions contemplated by this
Agreement.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-3-









 








III REPRESENTATIONS OF THE STOCKHOLDER AND ALNYLAM EUROPE REGARDING THE COMPANY AND ALNYLAM EUROPE




     The Stockholder and Alnylam Europe, jointly and severally, by way of an independent guarantee
(verschuldensunabhängig) within the meaning of Section 311 German Civil Code (BGB), represent and
warrant to the Buyer that, except as set forth in the Disclosure Schedule, the statements contained
in this Article III are true and correct as of the date of this Agreement (if not expressly noted
otherwise). The scope and content of each of Stockholder’s and Alnylam Europe’s representations
contained in this Article III, as well Stockholder’s liability arising thereunder shall be
exclusively defined by the provisions of this Agreement, which shall be an integral part of the
representations of each of Stockholder and Alnylam Europe, and no representation of each of
Stockholder and Alnylam Europe shall be construed as a seller’s guarantee (Garantie für die
Beschaffenheit der Sache) within the meaning of Sections 443 and 444 of the German Civil Code. The
Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and
lettered sections and subsections contained in this Article III. The disclosures in any section or
subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article
III to the extent it is clear from a reading of the disclosure that such disclosure is applicable
to such other sections and subsections. For purposes of this Article III, the phrase “to the
knowledge of Alnylam Europe” or any phrase of similar import shall be deemed to refer to the actual
knowledge (positive Kenntnis) or gross negligent lack of knowledge (grobfahrlässige Unkenntnis) of
one of the following individuals: [**].



          3.1. Organization, Qualification and Corporate Power.





          (a) Alnylam Europe is a German stock corporation (Aktiengesellschaft) validly existing
under the laws of Germany and registered in the Commercial Register of the lower court in
Bayreuth under docket No. HRB 3302. Alnylam Europe has all requisite corporate power and
authority to carry on the business in which it is engaged and to own and use the properties
owned and used by it. Alnylam Europe has furnished to the Buyer complete and accurate copies of
its most recent certified commercial register excerpt (Handelsregisterauszug) and its currently
applicable Articles of Association (Satzung). Alnylam Europe is not in default under or in
violation of any provision of its Satzung.




          (b) Prior to the Closing, the Company will be formed as a German limited liability company
(GmbH) validly existing under the laws of Germany and registered in the Commercial Register of
the lower court in Bayreuth. As of the Closing Date, the Company will have all requisite
corporate power and authority to carry on the business in which it is engaged and to own and use
the properties owned and used by it. As of the Closing Date, Alnylam Europe will have
furnished to the Buyer complete and accurate copies of the Company’s most recent certified
commercial register excerpt (Handelsregisterauszug) and its currently applicable Articles of
Association (Satzung). As of the Closing Date, the Company will not be in default under or in
violation of any provision of its Satzung.





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-4-









 






          3.2. Capitalization.





          (a) As of the Closing Date the registered share capital (Stammkapital) of the Company will
amount to EUR 25,000 plus the amount of the Company capital increase connected with the Spin-off
in the amount of EUR 43,600 and will be divided into three shares in the nominal amount of each
EUR 250, EUR 24,750 and EUR 43,600. Prior to Closing, the Stockholder will be the sole and
direct owner of the Shares.




          (b) Prior to the Closing, the Company will have no Stock Plans, Stock Options or Warrants.




          (c) Prior to the Closing, the Shares will be validly issued, fully paid, not repaid and
neither distributions of profits nor repayments to shareholders in violation of Section 30 of
the German Limited Liability Companies Act (GmbHG) will have occurred and will not be subject
to or issued in violation of any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right under any provision of the Limited
Liability Companies Act or the Company’s Satzung.




          (d) As of the Closing Date, the Company will have sufficient cash on hand to (i) satisfy
its liabilities (for the avoidance of doubt, in the amount of the liabilities as of the Closing
Date) under each of the line items set forth on the pro forma balance sheet included in Section
3.2(d) of the Disclosure Schedule and to (ii) [**].




          (e) As of the Closing Date, the Company will own no fixed and current assets, will not be
party to contracts, will not be party to employment relations and will have no liabilities and
obligations other than (i) the fixed and current assets, contracts, employment relations,
liabilities and obligations transferred to the Company in connection with the Spin-off and (ii)
the cash transferred to the Company in connection with the formation of the Company.



          3.3. Authorization of Transaction. Alnylam Europe has all requisite power and
authority to execute and deliver this Agreement and to perform its obligations hereunder. The
execution and delivery by Alnylam Europe of this Agreement and the consummation by Alnylam Europe
of the transactions contemplated hereby have been duly and validly authorized by all necessary
corporate action on the part of Alnylam Europe. This Agreement has been duly and validly executed
and delivered by Alnylam Europe and constitutes a valid and binding obligation of Alnylam Europe,
enforceable against it in accordance with its terms.




          3.4. Noncontravention. Subject to compliance with the applicable requirements of the
ARC, neither the execution and delivery by Alnylam Europe of this Agreement nor the consummation by
Alnylam Europe of the Spin-off or the other transactions contemplated hereby, will (a) conflict
with or violate any provision of the Satzung of Alnylam Europe or the Company, (b) require on the
part of Alnylam Europe or the Company any notice to or filing with, or any permit, authorization,
consent or approval of any Governmental Entity, (c) conflict with, result in a breach of,
constitute (with or without due notice or lapse of time or both) a default under, result in the
acceleration of obligations under, create in any party the right to terminate, modify or cancel, or
require any notice, consent or waiver under, any contract or instrument to which Alnylam Europe is
a party or by which Alnylam Europe is bound or to which any of its assets are subject, (d) result
in the imposition of any Security Interest upon any





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-5-









 







asset of Alnylam Europe or (e) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Alnylam Europe or any of its properties or assets.




          3.5. Alnylam Europe Subsidiaries. Alnylam Europe has no Subsidiary.




          3.6. Financial Statements. Alnylam Europe has provided to the Buyer the Financial
Statements. The Financial Statements have been prepared in accordance with German Accounting
Principles applied on a consistent basis throughout the periods covered thereby, fairly present, in
all respects, the financial condition, results of operations and cash flows of Alnylam Europe as of
the respective dates thereof and for the periods referred to therein and are consistent with the
books and records of Alnylam Europe; provided, however, that the Financial Statements are subject
to normal recurring year-end adjustments (which will not, individually or in the aggregate, exceed
EUR 10,000) and do not include footnotes.




          3.7. Absence of Certain Changes. Since the Most Recent Balance Sheet Date, (a) there
has occurred no event or development which, individually or in the aggregate, has had, or would
reasonably be expected to have an Alnylam Europe Material Adverse Effect, and (b) Alnylam Europe
has not taken any of the actions set forth in paragraphs (a) through (m) of Section 5.3.




          3.8. Undisclosed Liabilities. Alnylam Europe does not have any liability (whether
accrued, absolute, contingent, liquidated or unliquidated or otherwise) that in the aggregate
exceeds EUR 25,000, except for (a) liabilities shown on the Most Recent Balance Sheet, (b)
liabilities which have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of
Business, (c) contractual liabilities under the contracts listed in the RNAi Contracts Schedule and
(d) other liabilities incurred in the Ordinary Course of Business which are not required by German
Accounting Principles to be reflected on a balance sheet and that do not in the aggregate exceed
EUR 25,000.




          3.9. Brokers’ Fees. Alnylam Europe does not have any liability or obligation to pay
any fees or commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement.




          3.10. Tangible Personal Property. Alnylam Europe has good title to all of the
tangible personal property reflected on the Most Recent Balance Sheet or acquired since the date of
the Most Recent Balance Sheet (other than property sold, consumed or otherwise disposed of in the
Ordinary Course of Business) and has a valid leasehold interest in or a valid license or right to
use all leased personal property used in Alnylam Europe’s business, in each case free and clear of
all Security Interests, except for (a) Security Interests listed in Section 3.10 of the Disclosure
Schedule, (b) liens for Taxes not yet due and payable, (c) in the case of leases, Security
Interests created by the applicable lease documentation, (d) Security Interests mandatorily imposed
under German law, and (e) Security Interests arising in the Ordinary Course of Business. Such
items of tangible personal property, taken as a whole, are in good operating condition and repair
(subject to normal wear and tear) and are suitable in all respects for the purposes for which they
presently are used.




          3.11. Owned Real Property. Alnylam Europe does not own any real property.




					
	 	 	 	 	 
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          3.12. Real Property Leases. Section 3.12 of the Disclosure Schedule lists all Leases
to which Alnylam Europe is a party and lists the term of such Lease, any extension and expansion
options, and the annual rent payable thereunder. Alnylam Europe has delivered to the Buyer
complete and accurate copies of Alnylam Europe’s Leases. With respect to each such Lease:





          (a) such Lease is a valid and binding obligation of Alnylam Europe, and to the knowledge of
Alnylam Europe, of each other party thereto;




          (b) neither Alnylam Europe nor, to the knowledge of Alnylam Europe, any other party to such
Lease, is in breach or violation of, or default under, any such Lease, and no event has
occurred, is pending or, to the knowledge of Alnylam Europe, is threatened, which, after the
giving of notice, with lapse of time, or otherwise, would constitute a breach or default by
Alnylam Europe or, to the knowledge of Alnylam Europe, any other party under such Lease;




          (c) there are no disputes, oral agreements or forbearance programs in effect as to such
Lease;




          (d) Alnylam Europe has not assigned, transferred, conveyed, mortgaged, deeded in trust or
encumbered any interest in the leasehold or subleasehold to such Lease; and




          (e) Alnylam Europe is not aware of any Security Interest, easement, covenant or other
restriction applicable to the real property subject to such Lease which would reasonably be
expected to impair the current uses or the occupancy by Alnylam Europe of the property subject
thereto.



          3.13. Books and Records. The books of account and other financial records of Alnylam
Europe accurately reflect in all respects the financial transactions of Alnylam Europe and have
been maintained in accordance with German Accounting Principles. Section 3.13 of the Disclosure
Schedule contains a list of all bank accounts and safe deposit boxes of Alnylam Europe and the
names of persons having signature authority with respect thereto or access thereto.




          3.14. Contracts.





          (a) Section 3.14 of the Disclosure Schedule lists all of the following kinds of agreements
(written or oral) to which Alnylam Europe is a party as of the date of this Agreement and under
which Alnylam Europe has any remaining right or obligation:



                    (i) any agreement (or group of related agreements) for the lease of personal property from or
to third parties providing for lease payments in excess of EUR 50,000 per annum;



                    (ii) any agreement (or group of related agreements) for the purchase or sale of products or
for the furnishing or receipt of services (A) which involves more





					
	 	 	 	 	 
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than the sum of EUR 50,000, or (C) in which Alnylam Europe has granted manufacturing rights,
“most favored nation” pricing provisions or marketing or distribution rights relating to any
products or territory or has agreed to purchase a minimum quantity of goods or services or has
agreed to purchase goods or services exclusively from a certain party;



                    (iii) any agreement concerning the establishment or operation of a partnership
(Personengesellschaft), joint venture or limited liability company;



                    (iv) any agreement (or group of related agreements) under which it has created, incurred,
assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including
capitalized lease obligations) involving more than EUR 50,000 or under which it has imposed (or may
impose) a Security Interest on any of its assets, tangible or intangible;



                    (v) any agreement for the disposition of any significant portion of the assets or business of
Alnylam Europe (other than sales of products in the Ordinary Course of Business) or any agreement
for the acquisition of the assets or business of any other entity (whether by merger,
consolidation, stock purchase or asset purchase);



                    (vi) any agreement substantially restricting Alnylam Europe from engaging in any line of
business or competing with any person in any geographical area, or from using or disclosing any
information in its possession other than customary confidentiality and non-disclosure agreements
entered into in the Ordinary Course of Business;



                    (vii) any employment or consulting agreement with any current member of the management board
(Vorstand), key employee or consultant of Alnylam Europe;



                    (viii) any agreement involving (A) any current or former member of the Vorstand or the
supervisory board (Aufsichtsrat) of Alnylam Europe or (B) the Stockholder;



                    (ix) any agreement which contains any provisions requiring Alnylam Europe to indemnify any
other party (excluding indemnities contained in agreements for the purchase, sale or license of
products entered into in the Ordinary Course of Business); and



                    (x) any other agreement (or group of related agreements) either involving more than EUR 50,000
or not entered into in the Ordinary Course of Business.




          (b) Alnylam Europe has delivered to the Buyer a complete and accurate copy of each
agreement listed in Section 3.14 of the Disclosure Schedule. With respect to each agreement so
listed: (i) the agreement is a valid and binding obligation of Alnylam Europe, and to the
knowledge of Alnylam Europe, of each other party thereto; and (ii) neither Alnylam Europe nor,
to the knowledge of Alnylam Europe, any other party, is in breach or violation of, or default
under, any such agreement, and no event has occurred, is pending or, to the knowledge of Alnylam
Europe, is threatened, which, after the giving of





					
	 	 	 	 	 
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notice, with lapse of time, or otherwise, would constitute a breach or default by Alnylam
Europe or, to the knowledge of Alnylam Europe, any other party under such agreement.



          3.15. Powers of Attorney. With respect to Alnylam Europe, there is no (a) outstanding
general power of attorney (Generalhandlungsvollmacht), (b) procuration officer (Prokuristen), or
(c) person entitled to a commercial power of attorney.




          3.16. Insurance. Section 3.16 of the Disclosure Schedule lists each insurance policy
(including fire, theft, casualty, comprehensive general liability, workers compensation, business
interruption, environmental, product liability and automobile insurance policies and bond and
surety arrangements) to which Alnylam Europe is a party, all of which are in full force and effect.
Such insurance policies are of the type and in amounts customarily carried by organizations
conducting businesses or owing assets similar to those of Alnylam Europe. There is no claim pending
under any such policy as to which coverage has been questioned, denied or disputed by the
underwriter of such policy. All premiums due and payable under all such policies have been paid,
and Alnylam Europe is otherwise in compliance in all respects with the terms of such policies.
Alnylam Europe has no knowledge of any threatened termination of, or premium increase with respect
to, any such policy.




          3.17. Litigation. There is no Legal Proceeding which is pending or, to the knowledge
of Alnylam Europe, threatened against Alnylam Europe. There are no judgments, orders, decrees or
injunctions outstanding against Alnylam Europe.




          3.18. Employees.





          (a) Section 3.18(a)(1) of the Disclosure Schedule contains a list of all employees,
consultants or independent contractors of Alnylam Europe as at the date hereof, including,
without limitation, their names, job titles, dates of commencement of service and dates of
birth. The same information is also provided for employees who are planning to be hired as at
the date hereof. Section 3.18(a)(2) of the Disclosure Schedule describes the 2007 estimated
aggregate annual compensation or other remuneration of each employee and the 2006 aggregate
annual compensation or other remuneration of each employee. Alnylam Europe has not made or
promised pay raises or any other additional remuneration to any of the employees, beyond what is
set forth in Section 3.18(a)(3) of the Disclosure Schedule.




          (b) Section 3.18(b) of the Disclosure Schedule contains a list of all employees of Alnylam
Europe who are on secondment, maternity leave, parental leave or absent on grounds of ill health
or other leave of absence (other than normal holidays or absence of no more than two weeks due
to illness). Alnylam Europe has not concluded any agreements on old-age part-time working
(Altersteilzeit) with any of its employees.




          (c) Each current or past employee of Alnylam Europe has entered into a
confidentiality/assignment of inventions agreement with Alnylam Europe, a copy or form of which
has previously been delivered to the Buyer. Section 3.18(c) of the Disclosure Schedule contains
a list of all employees of Alnylam Europe who are party to non-competition agreements with
Alnylam Europe; copies of such agreements have previously been delivered to the Buyer.





					
	 	 	 	 	 
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          (d) There are no agreements or unilateral promises between Alnylam Europe and any employee
on any of the following items: rights and obligations in the event of a change-in-control,
severance payments or other benefits in the event of a termination of employment, prohibition or
prerequisites for dismissals for operational and/or other reasons. To the knowledge of Alnylam
Europe, no employee has any plans to terminate employment with Alnylam Europe. There is no
outstanding notice to and from any employee.




          (e) Save in respect of normal expense reimbursement to employees, there are no loan
arrangements between Alnylam Europe and any of its employees.




          (f) Alnylam Europe is in compliance with all applicable employment laws and all applicable
employment contracts and agreements with any of its employees or former employees and all
consulting and other service contracts. To the extent due and owing, Alnylam Europe has
discharged its obligations in full in relation to salary, wages, fees, commissions, bonuses,
overtime pay, holiday pay, sick pay and all other benefits and emoluments relating to its
employees and consultants. All social security contributions that Alnylam Europe is or was
required by law to collect or to pay have been collected and paid to the proper authority. As
at the date hereof no past or present employee or consultant has brought any claim which is
still outstanding or has any right of action against Alnylam Europe including (i) in respect of
any accident or injury which is not fully covered by insurance, (ii) for wrongful dismissal,
breach of contract for services, (iii) for discrimination, harassment, or (iv) to reinstate or
re-engage any former employee. To the knowledge of Alnylam Europe, no circumstances have arisen,
or event or inaction has occurred which could reasonably be expected to give rise to any such
claim. No consultant or independent contractor is entitled to claim to be an employee of
Alnylam Europe.




          (g) Alnylam Europe is not a party to any collective bargaining agreement. To the knowledge
of Alnylam Europe, no employee is member of a trade union and has claimed that Alnylam Europe is
bound to or subject to application of any collective bargaining agreement. Alnylam Europe has
not experienced any strikes, grievances, claims of unfair labor practices or other collective
bargaining disputes. Alnylam Europe has no knowledge of any organizational effort made or
threatened, either currently or within the past two years, by or on behalf of any labor union
with respect to employees of Alnylam Europe. Alnylam Europe does not have a works council and
has no knowledge of any organizational effort made or threatened by employees to establish and
elect a works council.



          3.19. Employee Benefits.





          (a) Section 3.19(a) of the Disclosure Schedule contains a complete and accurate list of all
of the Alnylam Europe Plans. Complete and accurate copies of (i) all of the Alnylam Europe
Plans which have been reduced to writing, (ii) written summaries of all unwritten Alnylam Europe
Plans and (iii) all related trust agreements, insurance contracts and summary plan descriptions
have been delivered to the Buyer.




          (b) Each Alnylam Europe Plan has been administered in all respects in accordance with its
terms and Alnylam Europe has in all respects met its obligations with respect to each Alnylam
Europe Plan and has made all required contributions thereto.





					
	 	 	 	 	 
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Alnylam Europe and each Alnylam Europe Plan are in compliance in all respects with the
currently applicable provisions of German law. No Alnylam Europe Plan has assets that include
securities issued by Alnylam Europe.




          (c) There are no Legal Proceedings pending or, to the knowledge of Alnylam Europe,
threatened against or involving any Alnylam Europe Plan or asserting any rights or claims to
benefits under any Alnylam Europe Plan.




          (d) There are no obligations under any Alnylam Europe Plan or under any individual promise
providing benefits after termination of employment to any employee or former employee of Alnylam
Europe (or to any beneficiary of any such employee). The assets of each Alnylam Europe Plan
which is funded are reported at their fair market value on the books and records of such Alnylam
Europe Plan.




          (e) No act or omission has occurred and no condition exists with respect to any Alnylam
Europe Plan that would subject Alnylam Europe to (i) any fine, penalty, tax or liability of any
kind imposed under applicable law or (ii) any contractual indemnification or contribution
obligation protecting any fiduciary, insurer or service provider with respect to any Alnylam
Europe Plan.




          (f) Section 3.19(f) of the Disclosure Schedule sets forth the policy of Alnylam Europe with
respect to accrued vacation, accrued sick time and earned time off (Überstunden) and the amount
of such liabilities as of the Most Recent Balance Sheet Date.



          3.20. Environmental Matters





          (a) Alnylam Europe has complied with all applicable Environmental Laws. There is no
pending or, to the knowledge of Alnylam Europe, threatened civil or criminal litigation,
written notice of violation, formal administrative proceeding, or investigation, inquiry or
information request by any Governmental Entity, relating to any Environmental Law involving
Alnylam Europe, other than customary and routine inspections pursuant to German Law.




          (b) Alnylam Europe does not have any liabilities or obligations arising from the release of
any Materials of Environmental Concern into the environment.




          (c) Alnylam Europe is not a party to or bound by any court order, administrative order,
consent order or other agreement between Alnylam Europe and any Governmental Entity entered into
in connection with any legal obligation or liability arising under any Environmental Law, other
than required by German Law or set out in the respective Permits.




          (d) Alnylam Europe has provided to the Buyer all documents that contain any environmental
reports, investigations and audits relating to premises currently or previously owned or
operated by Alnylam Europe (whether conducted by or on behalf of Alnylam Europe or a third party
and whether done at the initiative of Alnylam Europe or





					
	 	 	 	 	 
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directed by a Governmental Entity or other third party) which Alnylam Europe has possession
of or access to.




          (e) To Alnylam Europe’s knowledge, Alnylam Europe does not have any environmental liability
for any solid or hazardous waste transporter or treatment, storage or disposal facility that has
been used by Alnylam Europe.



          3.21. Legal Compliance. Alnylam Europe is currently conducting, and has during the
past four (4) years conducted, its business in compliance with applicable law (including rules and
regulations thereunder) of any Governmental Entity. Alnylam Europe has not received any notice or
communication from any Governmental Entity alleging noncompliance with any applicable law, rule or
regulation.




          3.22. Commercial Relationships. No supplier, collaborator, licensor or licensee has
cancelled or otherwise terminated its relationship with Alnylam Europe or has, since the Most
Recent Balance Sheet Date, adversely altered its relationship with Alnylam Europe. To Alnylam
Europe’s knowledge, no such entity has any plan or intention, and Alnylam Europe has not received
any written threat or notice from any such entity, to terminate, cancel or otherwise materially and
adversely modify its relationship with Alnylam Europe.




          3.23. Permits. Section 3.23 of the Disclosure Schedule sets forth a list of all
Permits issued to or held by Alnylam Europe. Such listed Permits are the only Permits that are
required for Alnylam Europe to conduct its business as presently conducted. Each such Permit is in
full force and effect; Alnylam Europe is in compliance with the terms of each such Permit; and, to
the knowledge of Alnylam Europe, no suspension or cancellation of such Permit is threatened in
writing and there is no basis for believing that such Permit will not be renewable upon expiration.
To the knowledge of Alnylam Europe, no event has occurred which, after notice or lapse of time or
both would permit the revocation or termination of any such Permit.




          3.24. Certain Business Relationships With Affiliates. No Affiliate of Alnylam Europe
(a) owns any property or right, tangible or intangible, which is used in the business of Alnylam
Europe, (b) has made, or to the knowledge of Alnylam Europe, threatened any claim or commenced any
cause of action against Alnylam Europe nor, to the knowledge of Alnylam Europe, does any set of
facts that might reasonably be expected to form a basis for any such claim or cause of action
exist, or (c) owes any money to, or is owed any money by, Alnylam Europe. Section 3.24 of the
Disclosure Schedule describes any transactions or relationships between Alnylam Europe and any
Affiliate thereof which occurred or have existed since the beginning of the time period covered by
the Financial Statements.




IV REPRESENTATIONS OF THE BUYER




             The Buyer represents and warrants to the Stockholder as follows:




          4.1. Organization, Qualification and Corporate Power. The Buyer is a German limited
liability company (GmbH), validly existing under the laws of Germany and registered in the
Commercial Register of the lower court in Freiburg i. Br. under docket No. HRB 700968. The Buyer
has all requisite power and authority to carry on the businesses in which it is engaged





					
	 	 	 	 	 
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and to own and use the properties owned and used by it. The Buyer has furnished or made
available to the Stockholder complete and accurate copies of its currently applicable Articles of
Association (Satzung), and is not in default under or in violation of any provision of its Satzung.




          4.2. Authorization of Transaction. The Buyer has all requisite power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. The execution and
delivery by the Buyer of this Agreement and the consummation by the Buyer of the transactions
contemplated hereby have been duly and validly authorized by all necessary company action on the
part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer
and constitutes a valid and binding obligation of the Buyer, enforceable against it in accordance
with its terms.




          4.3. Noncontravention. Subject to compliance with the applicable requirements of the
ARC, neither the execution and delivery by the Buyer of this Agreement, nor the consummation by the
Buyer of the transactions contemplated hereby, will (a) conflict with or violate any provision of
the articles of association (Satzung) of the Buyer, (b) require on the part of the Buyer any filing
with, or permit, authorization, consent or approval of any Governmental Entity (c) conflict with,
result in breach of, constitute (with or without due notice or lapse of time or both) a default
under, result in the acceleration of obligations under, create in any party any right to terminate,
modify or cancel, or require any notice, consent or waiver under any contract or instrument to
which the Buyer is a party or by which it is bound or to which any of its assets are subject.




          4.4. Brokers’ Fees. The Buyer has no liability or obligation to pay any fees or
commissions to any broker, finder or agent with respect to the transactions contemplated by this
Agreement.




          4.5. Investment Representation. The Buyer is acquiring the Shares from the
Stockholder for its own account for investment and not with a view to, or for sale in connection
with, any distribution thereof, nor with any present intention of distributing or selling the same;
and, except as contemplated by this Agreement and the agreements contemplated herein, the Buyer has
no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or
commitment providing for the disposition thereof.




V COVENANTS




          5.1. Closing Efforts. Each of the Parties shall use its Reasonable Best Efforts to
take all actions and to do all things necessary, proper or advisable to consummate the transactions
contemplated by this Agreement, including using its Reasonable Best Efforts to ensure that (i) its
representations and warranties remain true and correct in all respects through the Closing Date and
(ii) the conditions to the obligations of the other Parties to consummate the transactions
contemplated by this Agreement are satisfied.




          5.2. Governmental and Third-Party Notices and Consents.





          (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all
waivers, permits, consents, approvals or other authorizations from Governmental





					
	 	 	 	 	 
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Entities, and to effect all registrations, filings and notices with or to Governmental
Entities, as may be required for such Party to consummate the transactions contemplated by this
Agreement and to otherwise comply with all applicable laws and regulations in connection with
the consummation of the transactions contemplated by this Agreement.




          (b) Alnylam Europe shall give, at its expense, all notices to third parties as listed in
the Disclosure Schedule and shall use its Reasonable Best Efforts to obtain, at its expense, all
such waivers, consents or approvals from third parties.



          5.3. Operation of Business. Except as contemplated by this Agreement, during the
period from the date of this Agreement to the Closing, Alnylam Europe shall use its Reasonable Best
Effort, and the Stockholder shall cause the Company to, conduct their operations in the Ordinary
Course of Business and in compliance in all material respects with all applicable laws and
regulations and, to the extent consistent therewith, use their Reasonable Best Efforts to preserve
intact their current business organizations, keep their physical assets in good working condition,
keep available the services of their current officers and employees and preserve their
relationships with customers, suppliers and others having business dealings with it to the end that
their goodwill and ongoing business shall not be impaired in any material respect. Without
limiting the generality of the foregoing, prior to the Closing, Alnylam Europe shall not, and the
Stockholder shall cause the Company not to, and the Stockholder shall not without the written
consent of the Buyer (not to be unreasonably withheld):





          (a) issue or sell any stock or other securities of the Company or any options, warrants or
rights to acquire any such stock or other securities;




          (b) split, combine or reclassify any shares of its capital stock;




          (c) create, incur or assume any indebtedness (including obligations in respect of capital
leases), with the exception of intercompany debt between Alnylam Europe and the Stockholder,
which debt shall not be transferred to the Company in connection with the Spin-off; assume,
guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or
otherwise) for the obligations of any other person or entity; or make any loans, advances or
capital contributions to, or investments in, any other person or entity;




          (d) enter into, adopt or amend any Employee Benefit Plan or increase in any manner the
compensation or fringe benefits of, or materially modify the employment terms of, its directors,
officers or employees, generally or individually, or pay any bonus or other benefit to its
directors, officers or employees (except pursuant to the terms of the retention plan set forth
as Schedule 10.2 and to the extent listed in the Disclosure Schedule for any bonus already
approved, in the case of Alnylam Europe, by the management board (Vorstand) or supervisory board
(Aufsichtsrat), in the case of Company, by the Stockholder, or any existing payment obligations
listed in Section 3.19 of the Disclosure Schedule) or hire any new officers or any new
employees;




          (e) acquire, sell, lease, license or dispose of any assets or property, other than
purchases and sales of assets in the Ordinary Course of Business;





					
	 	 	 	 	 
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          (f) mortgage or pledge any of its property or assets or subject any such property or assets
to any Security Interest (except in the Ordinary Course of Business);




          (g) discharge or satisfy any Security Interest or pay any obligation or liability other
than in the Ordinary Course of Business;




          (h) amend its Satzung or other organizational documents;




          (i) change its accounting methods, principles or practices, except insofar as may be
required by a generally applicable change in German Accounting Principles, or make any new
elections, or changes to any current elections, with respect to Taxes;




          (j) enter into, amend, terminate, take or omit to take any action that would constitute a
violation of or default under, or waive any rights under, any contract or agreement of a nature
required to be listed in Section 3.12 or Section 3.14 of the Disclosure Schedule;




          (k) institute or settle any Legal Proceeding, other than as necessary to avoid claims of
the Company becoming time-barred or to immediately protect the interest of the Company;




          (l) propose a profit distribution in the Company’s shareholder meeting or vote in favor of
a profit distribution in the Company’s shareholder meeting; or




          (m) agree in writing or otherwise to take any of the foregoing actions.



     Notwithstanding the foregoing, Alnylam Europe and the Company shall each be permitted to
declare a dividend to the Stockholder, provided that as of the Closing Date the Company will have
sufficient cash on hand to (i) satisfy its liabilities under each of the line items set forth on
the pro forma balance sheet included in Section 3.2(d) of the Disclosure Schedule and to (ii) [**].



          5.4. Access to Information.





          (a) Alnylam Europe shall permit representatives of the Buyer to have access (at all
reasonable times and upon reasonable advance notice, and in a manner so as not to interfere with
the normal business operations of Alnylam Europe) to all premises, properties, financial, tax
and accounting records (including the work papers of Alnylam Europe’s independent accountants),
contracts, other records and documents, and personnel, of or pertaining to Alnylam Europe.




          (b) The Buyer, Alnylam Europe and the Stockholder (i) shall treat and hold as confidential
any Confidential Information, (ii) shall not use any of the Confidential Information except in
connection with this Agreement, and (iii) if this Agreement is terminated – prior to Closing -
for any reason whatsoever, the Buyer shall return to Alnylam Europe all tangible embodiments
(and all copies) thereof which are in its possession.





					
	 	 	 	 	 
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          (c) In the course of the formation of the Company, Alnylam Europe and the Stockholder shall
provide the Buyer with (i) the draft of the articles of association of the Company and (ii) the
draft formation protocol (“Gründungsprotokoll”) of the Company and shall give the Buyer and its
advisors an opportunity to comment thereon prior to the execution. The Stockholder and Alnylam
Europe shall, upon the Buyer’s reasonable request, inform the Buyer on the progress of the
formation of the Company and provide copies of supporting documentation.




          (d) In the course of the preparation of the Spin-off, the Stockholder and Alnylam Europe
shall provide the Buyer with (i) a draft of the Spin-off agreement, (ii) the draft minutes of
shareholder meetings of Alnylam Europe and the Company relating to the Spin-off and (iii) the
draft applications for registration in the Commercial Register relating to the Spin-off and
shall give the Buyer and its advisors an opportunity to comment thereon prior to the execution.
The Stockholder and Alnylam Europe shall, upon the Buyer’s reasonable request, inform the Buyer
on the progress of the Spin-off and provide copies of supporting documentation.



          5.5. Transfer of Business.





          (a) The Parties are in agreement that the Spin-off will constitute a transfer of business
in the sense of Section 613a of the German Civil Code (Bürgerliches Gesetzbuch) with the effect
that the employment relationships of the employees listed in Schedule F (for the avoidance of
doubt, excluding the management board members Dr. Andreas Bossko, Dr. Roland Kreutzer and Dr.
Hans-Peter Vornlocher) will automatically be transferred from Alnylam Europe to the Company by
operation of law, provided however, that each employee has the right to object to such transfer.
The terms and conditions of employment will not be changed due to or in connection with the
transfer.




          (b) Promptly after signing of this Agreement but in any event before the Spin-off is
registered in the Commercial Register of Alnylam Europe, Alnylam Europe will inform each
employee on the transfer of his/her employment relationship in writing in accordance with
Section 613a paragraph 5 of the German Civil Code (“Information Letters”). The Information
Letters shall as well contain the information that the shares in the Company will be transferred
to the Buyer on the Closing Date. Upon request, the Buyer shall provide Alnylam Europe with
correct and comprehensive information about measures or proposals which the Buyer intends to
implement in relation to the employees. The Information Letters must not be distributed to the
employees, unless the Buyer has received a sample and has declared its consent with it. The
Stockholder and Alnylam Europe will promptly inform the Buyer if an employee should object to
the transfer of his/her employment relationship, stating the name and position of the employee.




          (c) If Alnylam Europe fails to comply with its information obligations under Section 613a
paragraph 5 of the German Civil Code and an employee objects to a transfer of his/her employment
relationship from Alnylam Europe to the Company more than 1 month after the Information Letter
was distributed to this employee, the Stockholder and Alnylam Europe agree to pay to the Buyer
[**] of the respective employee. Such claims for compensation shall (a) survive the Closing and
shall (b) not expire before [**].





					
	 	 	 	 	 
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VI CONDITIONS TO OBLIGATIONS OF THE BUYER




               The obligation of the Buyer to pay the Purchase Price in accordance with Section 1.6 is
subject to the fulfillment, at the Closing Date, of the following conditions precedent, each of
which may be waived in writing in the sole discretion of the Buyer:




          6.1. Expiration of ARC Waiting Period. Issuance of a merger clearance notice by the
German Federal Cartel Office (Bundeskartellamt) or lapse or termination of all applicable waiting
periods (and any extensions thereof) under the ARC.




          6.2. Consent of Lenders, Lessors and Other Third Parties. Alnylam Europe shall have
obtained at its own expense (and shall have provided copies thereof to the Buyer) all of the
waivers, permits, consents, approvals or other authorizations, and effected all of the
registrations, filings and notices, referred to in Schedule 6.2 which are required on the
part of the Stockholder, the Company or Alnylam Europe.




          6.3. Continued Truth of Representations and Warranties.





          (a) The representations and warranties of Alnylam Europe and the Stockholder set forth in
this Agreement shall be true and correct in all material respects as of the date of this
Agreement and shall be true and correct in all material respects as of the Closing Date as
though made as of the Closing Date.




          (b) After the Spin-off has been registered in the Commercial Register of Alnylam Europe,
the representations and warranties of Alnylam Europe and the Stockholder set forth in Sections
3.1(b), 3.2, 3.5, 3.7, 3.8 up to 3.24 shall be true and correct in all material respects as of
the Closing Date also with respect to the Company as of the Closing Date, by taking into account
the fact that the Spin-off shall have occurred and the Company shall not have the Excluded
Assets and Liabilities.



          6.4. Compliance with Covenants and Obligations. Alnylam Europe and the Stockholder
shall have performed or complied with, in all material respects, their respective agreements and
covenants required to be performed or complied with under this Agreement as of or prior to the
Closing Date.




          6.5. Adverse Proceedings. No Legal Proceeding shall be pending wherein an unfavorable
judgment, order, decree, stipulation or injunction would (a) prevent consummation of any of the
transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation or (c) have, individually or in the aggregate, an
Alnylam Europe Material Adverse Effect, and no such judgment, order, decree, stipulation or
injunction shall be in effect.




          6.6. Resignations. The Buyer shall have received copies of the resignations,
effective as of the Closing, of Andreas Bossko, Dr. Roland Kreutzer and Dr. Hans-Peter Vornlocher
as management board members of Alnylam Europe (other than any such resignations which the Buyer
designates, by written notice to the Stockholder, as unnecessary);






					
	 	 	 	 	 
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          6.7. Transfer of RNAi Business. The RNAi Business, except the Excluded Assets and
Liabilities, has been effectively transferred, through the Spin-off, to the Company,




          6.8. Certificates and Documents. The Stockholder shall have delivered to the Buyer:





          (a) a certificate of the management board (Vorstand) of Alnylam Europe, dated as of the
Closing Date, certifying as to the fulfillment of each of the conditions specified in Sections
6.3 through 6.5 (insofar as Section 6.5 relates to Legal Proceedings involving Alnylam Europe)
in all respects;




          (b) a certificate of a German notary public, dated as of the Closing Date, certifying a
true copy of the Company’s registration to the Commercial Register (Handelsregisterauszug) and
the Satzung of the Company from the Commercial Register;




          (c) a certificate of the management board (Vorstand) of Alnylam Europe, dated as of the
Closing Date, certifying that the RNAi Business, except the Excluded Assets and Liabilities, has
been transferred through the Spin-off to the Company;




          (d) a certified (notariell beglaubigt) copy of the Spin-off agreement and a certificate of
a German notary public, dated as of the Closing Date, certifying a true copy of the registration
of the Spin-off in the Commercial Register of Alnylam Europe and the Company.



          6.9. Equity Purchase Agreement. The Stockholder shall have executed and delivered the
Equity Purchase Agreement.




          6.10. License and Collaboration Agreement. The Stockholder shall (i) have executed
and delivered the License and Collaboration Agreement and (ii) as of the Closing Date, there are no
reasons why the transactions contemplated under the License and Collaboration Agreement shall not
become effective.




          6.11. Transition Services Agreement. The Stockholder shall have executed and
delivered the Transition Services Agreement .




VII CONDITIONS TO OBLIGATIONS OF THE STOCKHOLDER




          The obligation of the Stockholder to execute and deliver the Closing Confirmation in
accordance with Section 1.6. is subject to the fulfillment, at the Closing Date, of the following
conditions precedent, each of which may be waived in writing in the sole discretion of the
Stockholder:




          7.1. Expiration of ARC Waiting Period. Issuance of a merger clearance notice by the
German Federal Cartel Office (Bundeskartellamt) or lapse or termination of all applicable waiting
periods (and any extensions thereof) under the ARC.




					
	 	 	 	 	 
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          7.2. Effectiveness of Registrations, Filings and Notices. The Buyer shall have
effected all of the registrations, filings and notices referred to in Section 5.2 which are
required on the part of the Buyer.




          7.3. Continued Truth of Representations and Warranties of the Buyer. The
representations and warranties of the Buyer set forth in this Agreement shall be true and correct
in all material respects as of the date of this Agreement and shall be true and correct in all
material respects as of the Closing Date as though made as of the Closing Date.




          7.4. Compliance with Covenants and Obligations. The Buyer shall have performed or
complied with, in all material respects, its agreements and covenants required to be performed or
complied with under this Agreement as of or prior to the Closing Date.




          7.5. Adverse Proceedings. No Legal Proceeding shall be pending wherein an unfavorable
judgment, order, decree, stipulation or injunction would (a) prevent consummation of any of the
transactions contemplated by this Agreement, (b) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation or (c) have, individually or in the aggregate, a
Buyer Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall
be in effect.




          7.6. Buyer Certificate. The Buyer shall have delivered to the Stockholder the Buyer
Certificate.




          7.7. Equity Purchase Agreement. The Buyer shall have executed and delivered the
Equity Purchase Agreement.




          7.8. License and Collaboration Agreement. The Buyer shall (i) have executed and
delivered the License and Collaboration Agreement and (ii) as of the Closing Date, there are no
reasons why the transactions contemplated under the License and Collaboration Agreement shall not
become effective.




          7.9. Transition Services Agreement. The Buyer shall have executed and delivered the
Transition Services Agreement.




          7.10. Resignations. The Stockholder shall have received copies of the resignations,
effective as of the Closing, of Andreas Bossko, Dr. Roland Kreutzer and Dr. Hans-Peter Vornlocher
as management board members of Alnylam Europe (other than any such resignations which the
Stockholder designates, by written notice to the Stockholder, as unnecessary).




VIII INDEMNIFICATION




          8.1. Indemnification by the Stockholder. The Stockholder shall pay to the Buyer
monetary damages (Schadensersatz in Geld) in accordance with Sections 249 et seq. German Civil Code
(BGB), in each case in respect of any and all Damages incurred or suffered by the Buyer or any
Affiliate thereof resulting from, relating to or constituting:




					
	 	 	 	 	 
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          (a) any breach of any representation or warranty of Alnylam Europe or the Stockholder
contained in this Agreement or any other agreement or certificate or document furnished by the
Stockholder to the Buyer pursuant to Section 6.8 of this Agreement (for the avoidance of doubt,
any false or untrue statements in a certificate or document furnished pursuant to Section 6.8
would constitute a breach in the sense of this Section 8.1.(a)); or




          (b) any failure to perform any covenant (verschuldensunabhängig) or agreement of Alnylam
Europe or the Stockholder contained in this Agreement.



          8.2. Indemnification by the Buyer. The Buyer shall pay to the Stockholder, monetary
damages (Schadensersatz in Geld) in accordance with Sections 249 et seq. German Civil Code (BGB),
in each case in respect of any and all Damages incurred or suffered by the Stockholder resulting
from, relating to or constituting:





          (a) any breach of any representation or warranty of the Buyer contained in this Agreement
or the Buyer Certificate; or




          (b) any failure to perform any covenant (verschuldensunabhängig) or agreement of the Buyer
contained in this Agreement.



          8.3. Indemnification Claims.





          (a) An Indemnified Party shall give written notification to the Indemnifying Party of the
commencement of any Third Party Action. Such notification shall be given within twenty (20)
days after receipt by the Indemnified Party of notice of such Third Party Action, and shall
describe in reasonable detail (to the extent known by the Indemnified Party) the facts
constituting the basis for such Third Party Action and the amount of the claimed damages;
provided, however, that no delay or failure on the part of the Indemnified Party in so notifying
the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation
hereunder except to the extent of any damage or liability caused by or arising out of such
failure. Within twenty (20) days after delivery of such notification, the Indemnifying Party
may, upon written notice thereof to the Indemnified Party, assume control of the defense of such
Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that
(i) the Indemnifying Party may only assume control of such defense if it acknowledges in writing
to the Indemnified Party that any damages, fines, costs or other liabilities that may be
assessed against the Indemnified Party in connection with such Third Party Action constitute
Damages for which the Indemnified Party shall be indemnified pursuant to this Article VIII and
(ii) the Indemnifying Party may not assume control of the defense of any Third Party Action
involving criminal liability or in which equitable relief is sought against the Indemnified
Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so
assume control of the defense of a Third Party Action, the Indemnified Party shall control such
defense. The Non-controlling Party may participate in such defense at its own expense. The
Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party
Action and the defense thereof and shall consider in good faith recommendations made by the
Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the
Controlling Party with such information as it may





					
	 	 	 	 	 
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have with respect to such Third Party Action (including copies of any summons, complaint or
other pleading which may have been served on such party and any written claim, demand, invoice,
billing or other document evidencing or asserting the same) and shall otherwise cooperate with
and assist the Controlling Party in the defense of such Third Party Action. The fees and
expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be
considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the
defense of such Third Party Action pursuant to the terms of this Section 8.3(a) or (ii) the
Indemnifying Party assumes control of such defense and the Indemnified Party reasonably
concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or
different defenses available with respect to such Third Party Action. The Indemnifying Party
shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party
Action without the prior written consent of the Indemnified Party, which shall not be
unreasonably withheld, conditioned or delayed; provided that the consent of the Indemnified
Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts
payable pursuant to such settlement or judgment and such settlement or judgment includes a
complete release of the Indemnified Party from further liability and has no other adverse effect
on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the
entry of any judgment arising from, any such Third Party Action without the prior written
consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or
delayed.




          (b) In order to seek indemnification under this Article VIII, an Indemnified Party shall
deliver a Claim Notice to the Indemnifying Party.




          (c) Within twenty (20) days after delivery of a Claim Notice, the Indemnifying Party shall
deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree
that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the
Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of
the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is
entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a
payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by
wire transfer); or (iii) dispute that the Indemnified Party is entitled to receive any of the
Claimed Amount.



          8.4. Survival of Representations and Warranties. All representations and warranties
that are covered by the indemnification agreements in Section 8.1(a) and Section 8.2(a) shall (a)
survive the Closing and (b) shall expire on the date eighteen (18) months following the Closing
Date, except that the representations and warranties set forth in Article II and Sections 3.1, 3.2,
3.3, 4.1 and 4.2 shall survive the Closing without limitation. If an Indemnified Party delivers to
an Indemnifying Party, before expiration of a representation or warranty, either a Claim Notice
based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a
breach of such representation or warranty, then the applicable representation or warranty shall
survive until, but only for purposes of, the resolution of the matter covered by such notice. If
the legal proceeding or written claim with respect to which an Expected Claim Notice has been given
is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party
shall promptly so notify the Indemnifying Party.





					
	 	 	 	 	 
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The rights to indemnification set forth in this Article VIII shall not be affected by (i) any
investigation conducted by or on behalf of an Indemnified Party or any knowledge acquired (or
capable of being acquired) by an Indemnified Party, whether before or after the date of this
Agreement or the Closing Date, with respect to the inaccuracy or noncompliance with any
representation, warranty, covenant or obligation which is the subject of indemnification hereunder
or (ii) any waiver by an Indemnified Party of any closing condition relating to the accuracy of
representations and warranties or the performance of or compliance with agreements and covenants.




          8.5. Limitations.





          (a) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the
Stockholder for Damages under Section 8.1(a) shall not exceed USD $3,000,000, and (ii) the
Stockholder shall not be liable for Damages under Section 8.1(a) unless and until the aggregate
Damages exceed EUR150,000 (at which point the Stockholder shall be liable for all Damages, and
not just amounts in excess of EUR 150,000); provided that the limitation set forth in this
sentence shall not apply to a claim pursuant to Section 8.1(a) relating to a breach of the
representations and warranties set forth in Article II or Sections 3.1, 3.2 or 3.3. For the
avoidance of doubt, claims pursuant to Section 8.1(b) relating to a breach of covenants set
forth in Article V, claims pursuant to Section 10.4(a) and (c) and claims pursuant to Article IX
shall not be subject to the limitations set forth in this Section 8.5(a).




          (b) Notwithstanding anything to the contrary herein, (i) the aggregate liability of the
Buyer for Damages under Section 8.2(a) shall not exceed USD $3,000,000, and (ii) the Buyer shall
not be liable for Damages under Section 8.2(a) unless and until the aggregate Damages exceed EUR
150,000 (at which point the Buyer shall be liable for all Damages, and not just amounts in
excess of EUR 150,000); provided that the limitation set forth in this sentence shall not apply
to a claim pursuant to Section 8.2(a) relating to a breach of the representations and warranties
set forth in Sections 4.1 or 4.2. For the avoidance of doubt, claims pursuant to Section 8.2(b)
relating to a breach of covenants set forth in Article V and claims pursuant to Section 10.4(a)
shall not be subject to the limitations set forth in this Section 8.5(b).




          (c) Except with respect to claims based on willful misconduct (vorsätzliches Handeln) and
Article IX, after the Closing, the rights of the Indemnified Parties under this Article VIII
shall be the exclusive remedy of the Indemnified Parties with respect to claims resulting from
or relating to any misrepresentation, breach of warranty or failure to perform any covenant or
agreement contained in this Agreement. For indemnity claims of the Buyer under this Agreement,
the Buyer shall seek satisfaction out of the Escrow Amount in the first instance.




          (d) The amount of Damages recoverable by an Indemnified Party under this Article VIII with
respect to an indemnity claim shall be reduced by any proceeds received by such Indemnified
Party or an Affiliate, with respect to the Damages to which such indemnity claim relates, from
an insurance carrier.





					
	 	 	 	 	 
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          (e) The application of sec. 442 BGB is excluded. No indemnity claim under this Article
VIII shall be based on any matter if and to the extent disclosed to the Buyer in the Disclosure
Schedule and if and to the extent the Buyer has actual knowledge (positive Kenntnis) of the
substantial facts underlying a breach of the representations and warranties or covenants and
agreements of the Stockholder or Alnylam Europe contained herein, whereby the burden of proof
(Beweislast) for the actual knowledge of the Buyer shall be upon Alnylam Europe and the
Stockholder.



IX TAX MATTERS




          9.1. Subject to the provisions of this Article IX, the Buyer and the Company shall be
indemnified and held harmless (freigestellt) by the Stockholder, from and against any Taxes imposed
on the Buyer, the Company or any Affiliate thereof and relating to (i) the Company for accounting
periods ending on or before the Closing Date and the current accounting period until and including
the Closing Date or (ii) Alnylam Europe (in particular, if the Company is held liable based on
secondary liability), as well as (iii) any Taxes imposed on the Spin-off, in each case irrespective
of when the Taxes are assessed or due, by paying an amount equal to the Taxes to the Buyer or, at
the Buyer’s election, to the Company, which payment shall be considered as an adjustment of the
Purchase Price. Any payment obligation pursuant to this Section 9.1 shall become due five business
days before the Buyer or Company have to pay the respective Taxes. For the calculation of the Taxes
relating to clause (i) of the first sentence of this Section 9.1, with respect to the current
accounting period, the Taxes caused by the normal course of business for the entire current
accounting period shall be allocated between the current accounting period until and including the
Closing Date and the current accounting periods after the Closing Date in the same proportion as
the profit distribution with regard to the current accounting periods is allocated and the Taxes
not caused by the normal course of business shall be allocated to the part of the current
accounting period in which these Taxes were caused. It is the understanding of the Parties that
Taxes relating to Alnylam Europe and the Spin-off are solely within the responsibility of Alnylam
Europe and the Stockholder.




          9.2. The Buyer shall procure that the Tax Returns (Steuererklärungen) of the Company,
including any amendments thereto, for any period up to or including the Closing Date will be duly
prepared and filed by the Company. The Buyer shall procure that at least two (2) weeks prior to the
filing and to the extent requested by Stockholder, Stockholder is provided with (i) drafts thereof
and (ii) all relevant documents and other information, which are reasonably requested by the
Stockholder to permit the Stockholder to review and comment on such drafts. The Buyer shall procure
that the Tax Returns filed by the Company will include all modifications reasonably requested by
Stockholder in writing within ten (10) days after Stockholder has been provided with the draft Tax
Returns and the documents and other information requested for review, if the modifications are in
accordance with applicable law, with the accounting principles applied by Alnylam Europe in the
past and with past practice and do not have a material adverse effect on the tax position of the
Company or the Buyer with regard to any period after the Closing Date.




          9.3. The Buyer shall ensure that Stockholder is informed in a timely manner of all tax
assessments (Steuerbescheide) and announcements of tax audits (Betriebsprüfungen) which may give
rise to a claim of the Buyer under Section 9.1. The Buyer shall procure that





					
	 	 	 	 	 
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Stockholder is provided with all relevant documents and other information reasonably requested
by Stockholder to evaluate the tax assessments or tax audits and the potential liability of
Stockholder in connection therewith. If and to the extent that tax audits of the Company relate to
Taxes for which Stockholder may be liable under Section 9.1, Stockholder shall at its request be
given the opportunity to instruct, at its own expense, its own counsel, accountants or auditors in
relation to such tax audits which may participate in meetings of the Company with tax authorities
in relation to such tax audits.




          9.4. The Buyer shall take, and shall ensure that the Company takes, at the Stockholder’s
expense such action as Stockholder may reasonably require by written notice to the Buyer to avoid,
dispute, resist, appeal or otherwise defend against any claim for Taxes for which Stockholder may
be liable under Section 9.1, if such action is in accordance with applicable law, with the
accounting principles applied by Alnylam Europe in the past and with past practice and does not
have a material adverse effect on the tax position of the Company or the Buyer. The Buyer shall
procure that any such defense could be closely monitored by Stockholder and that Stockholder will
be provided with all relevant documents, other information and assistance reasonably requested by
Stockholder for the defense. Buyer shall keep the Stockholder informed to a reasonable extent of
the status of the defense. The Stockholder shall be given the opportunity to participate in the
defense at its own expense with its own counsel. No concession shall be made by the Buyer or the
Company, and no claim for Taxes shall be acknowledged or settled, without the prior written consent
of Stockholder, which consent shall not be unreasonably withheld or delayed.




          9.5. The Buyer shall not have a claim under Section 9.1 if and to the extent the Stockholder
proves that:





          (a) the Taxes are attributable to periods ending on or before the Closing Date resulting
from any voluntary change in the accounting and taxation principles or practices of the Company
(including methods of submitting taxation returns) introduced after the Closing Date, except if
required by mandatory law;




          (b) the Taxes are attributable to periods ending on or before the Closing Date and are
triggered by corporate measures taken by the Buyer or the Company after the Closing Date, unless
such Taxes relate to the Spin-off;




          (c) the Taxes have specifically been taken into account in the pro-forma-balance sheet
included in Section 3.2 (d) of the Disclosure Schedule as a liability (Verbindlichkeit) under
the line item “Other current liabilities”;




          (d) the Buyer has failed to comply with its obligations under Sections 9.2 through 9.4 and
such failure has increased Taxes for which Stockholder would be liable under Section 9.1 but for
this Section 9.5 (d); or




          (e) the Company is, as the result of an adjustment or payment giving rise to the Taxes for
which indemnification is sought, entitled to any benefits by refund, set-off or a reduction of
Taxes (the “Tax Benefit”) in the five periods after the Closing Date (e.g. in the case of a
lengthening of amortization or depreciation periods or higher depreciation





					
	 	 	 	 	 
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allowances), provided that such Tax Benefit is discounted at 6% p.a. For the avoidance of
doubt, it is stipulated that the Tax Benefits in relation to the step-up of the tax base in the
assets of the Company as a result of the Spin-off, if any, do not limit any indemnification
claim under Section 9.1.



          9.6. Sections 8.3(b), 8.3(c) and 8.5(e) shall apply accordingly to claims under this Article
IX (for the avoidance of doubt, all other subsections of Article VIII do not apply to claims under
this Article IX) .




          9.7. Any claims of the Buyer arising under this Article IX shall be time barred for each Tax,
or Damage relating thereto, six (6) months after the date of the last assessment concerning the
respective Tax becoming binding and no longer being subject to changes.




X POST-CLOSING AGREEMENTS




             The Stockholder agrees that from and after the Closing Date:




          10.1. No Solicitation or Hiring of Former Employees. Except as provided by law, for a
period commencing on the Closing Date and ending on [**]:





          (a) Neither the Stockholder nor any Affiliate thereof shall solicit any person who was an
employee of Alnylam Europe on the date hereof or on the Closing Date to terminate his employment
with the Buyer (or the Company, as the case may be) or to become an employee of the Stockholder
or any Affiliate of the Stockholder; provided, however, that this provision shall not
apply to (x) [**] or [**] or (y) any general solicitation or advertisement that is not directed
at such persons, or any hiring that results therefrom.




          (b) Neither the Buyer nor any Affiliate thereof shall solicit any employee of the
Stockholder or any of its subsidiaries to terminate his employment with the Stockholder (or any
subsidiary of the Stockholder, as the case may be) or to become an employee of the Buyer or any
Affiliate of the Buyer (including the Company); provided, however, that this provision
shall not apply to any general solicitation or advertisement that is not directed at such
persons, or any hiring that results therefrom.



          10.2. Company Employee Retention. The Buyer shall cause the Company to implement the
retention plan set forth on Schedule 10.2 hereto. The Stockholder accepts the obligations
of “Alnylam” as set forth on Schedule 10.2 hereto.




          10.3. Maintenance of Kulmbach Operations 





          (a) For a period commencing on the Closing Date and ending on [**] the Buyer shall (a)
maintain the Company as an operating company in Kulmbach, Germany with at least a number of
employees collectively equal to [**] FTEs (such number may include the management of the Company
and incoming employees who have signed their employment contracts with the Company but have not
yet commenced their employment) having their legal and habitual residence in Germany and working
at least [**]% of their working time in Germany, (b) ensure that at least [**] of such FTEs are
scientists [**] and a





					
	 	 	 	 	 
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further [**] of these FTEs are [**], (c) not take any action that would result in
operational layoffs (betriebsbedingte Kündigungen). For a period commencing on the Closing Date
and ending on the [**] of the Closing Date the Buyer shall not take any action that would result
in layoffs (Kündigungen), other than extraordinary layoffs (außerordentliche Kündigungen).



          10.4. Indemnification.





          (a) The Stockholder shall for a period of five years and three months as of the date the
Spin-off is deemed to be officially announced pursuant to Section 19 para (3) German Act on
Company Reorganizations (Umwandlungsgesetz – UmwG) indemnify (freistellen) and hold harmless
(schadlos halten) the Company from and against any of those (potential) claims made by third
parties against the Company to the extent those claims are not related to the RNAi Business,
including in particular any (potential) claims made by third parties against the Company as
joint and several obligor under Section 133 UmwG to the extent such claims are not related to
the RNAi Business.




          (b) The Buyer shall for a period of five years and three months as of the date the Spin-off
is deemed to be officially announced pursuant to Section 19 para (3) German Act on Company
Reorganizations (Umwandlungsgesetz – UmwG) indemnify (freistellen) and hold harmless (schadlos
halten) Alnylam Europe from and against any of those (potential) claims made by third parties
against Alnylam Europe to the extent those claims are related to the RNAi Business, including in
particular any (potential) claims made by third parties against Alnylam Europe as joint and
several obligor under Section 133 UmwG to the extent such claims are related to the RNAi
Business.




          (c) The Stockholder shall indemnify (freistellen) and hold harmless (schadlos halten) the
Company from and against any (potential) claims (irrespective of (i) whether of contractual or
statutory nature and (ii) whether the remuneration shall compensate uses of the invention or
technical improvement made prior to or after the Closing Date) made by current or former
employees or managing directors of the Company and Alnylam Europe based on or relating to
inventions and/or suggestions for technical improvements (technische Verbesserungsvorschläge) of
such current or former employees or managing directors which were made up to and including the
Closing Date, in particular but not limited to, claims for employee inventor’s remuneration.



XI TERMINATION OF AGREEMENT




          11.1. Termination by Lapse of Time. This Agreement shall terminate at 5:00 p.m.,
German time, on December 15, 2007, if the transactions contemplated hereby have not been
consummated, unless such date is extended by the written consent of the Buyer and the Stockholder.




          11.2. Termination by Agreement of the Parties. This Agreement may be terminated by
the mutual written agreement of the parties hereto. In the event of such termination by agreement,
the Buyer shall have no further obligation or liability to the Stockholder or the Company under
this Agreement, and the Stockholder shall have no further obligation or liability to the Buyer
under this Agreement.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-26-









 








          11.3. Termination by Reason of Breach.





          (a) This Agreement may be terminated by the Stockholder by giving written notice to the
Buyer in the event the Buyer is in breach of any representation, warranty or covenant contained
in this Agreement, and such breach, individually or in combination with any other such breach,
(i) would cause the conditions set forth in Sections 7.3 and 7.4 not to be satisfied and (ii) is
not cured within 20 days following delivery by the Stockholder to the Buyer of written notice of
such breach.




          (b) This Agreement may be terminated by the Buyer by giving written notice to the
Stockholder and the Company in the event that the Stockholder or the Company is in breach of any
representation, warranty or covenant contained in this Agreement, and such breach, individually
or in combination with any other such breach, (i) would cause the conditions set forth in
Sections 6.3 and 6.4 not to be satisfied and (ii) is not cured within 20 days following delivery
by the Buyer of written notice of such breach.



          11.4. Effect of Termination. If any Party terminates this Agreement pursuant to this
Article 10, all obligations of the Parties hereunder, except the obligations of the Parties set
forth in Section 13.1., 13.2., 13.6 and 13.9, shall terminate without any liability of any Party to
any other Party (except for any liability of any Party for willful breaches of this Agreement).




XII DEFINITIONS




     For purposes of this Agreement, each of the following terms shall have the meaning set forth
below.




“Affiliate” shall mean any affiliate, within the meaning of Sections 15 et seq. of
the German Stock Corporation Act (Aktiengesetz — AktG). For purposes of this Agreement,
[**], each shall not be deemed an “Affiliate” of Buyer.




“Agreed Amount” shall mean part, but not all, of the Claimed Amount.




“Alnylam Europe” shall have the meaning set forth in the first paragraph of this
Agreement.




“Alnylam Europe Material Adverse Effect” shall mean any material adverse change,
event, circumstance or development with respect to, or material adverse effect on, the
business, assets, liabilities, capitalization, financial condition, or results of operations
of Alnylam Europe, other than changes, events, circumstances or developments (i) that are
the result of factors generally affecting the economy as a whole or the industry or specific
markets in which Alnylam Europe competes or (ii) that are attributable to the announcement
or performance of this Agreement or the consummation of the transactions contemplated by
this Agreement. For the avoidance of doubt, the parties agree that the terms “material”,
“materially” or “materiality” as used in this Agreement with an initial lower case “m” shall
have their respective customary and ordinary meanings, without regard to the meaning
ascribed to Alnylam Europe Material Adverse Effect.





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






-27-









 






“Alnylam Europe Plan” shall mean any Employee Benefit Plan maintained, or
contributed to, by Alnylam Europe.




“ARC” shall mean the German Act against Restrictions of Competition of 1958 (Gesetz
gegen Wettbewerbsbeschränkungen), as amended.




“Buyer” shall have the meaning set forth in the first paragraph of this Agreement.




“Buyer Certificate” shall mean a certificate to the effect that each of the
conditions specified in Sections 7.2 through 7.5 (insofar as Section 7.5 relates to Legal
Proceedings involving the Buyer) is satisfied in all respects.




“Buyer Material Adverse Effect” shall mean any material adverse change, event,
circumstance or development with respect to, or material adverse effect on, the business,
assets, liabilities, capitalization, financial condition, or results of operations of the
Buyer, other than changes, events, circumstances or developments (i) that are the result of
factors generally affecting the economy as a whole or the industry or specific markets in
which the Buyer competes or (ii) that are attributable to the announcement or performance of
this Agreement or the consummation of the transactions contemplated by this Agreement. For
the avoidance of doubt, the parties agree that the terms “material”, “materially” or
“materiality” as used in this Agreement with an initial lower case “m” shall have their
respective customary and ordinary meanings, without regard to the meaning ascribed to Buyer
Material Adverse Effect.




“Claim Notice” shall mean written notification which contains (i) a description of
the Damages incurred or reasonably expected to be incurred by the Indemnified Party and the
Claimed Amount of such Damages, to the extent then known, (ii) a statement that the
Indemnified Party is entitled to indemnification under Article VIII for such Damages and a
reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount
of such Damages.




“Claimed Amount” shall mean the amount of any Damages incurred or reasonably
expected to be incurred by the Indemnified Party.




“Closing” shall mean the closing of the transactions contemplated by this Agreement.




“Closing Confirmation” shall mean a written document to be executed by the
Stockholder substantially in the form of the draft attached as Exhibit A confirming
that all conditions precedent set forth in Article VII have been fulfilled or waived.




“Closing Date” shall mean the date two (2) banking days in Frankfurt am Main after
the satisfaction or waiver of all of the conditions set forth in Article VI and VII (for the
purpose of determing the Closing Date, excluding the satisfaction or waiver of the
conditions in Sections 6.3 to 6.6, 6.8 to 6.12 and 7.3 to 7.10), but not earlier than one
month and one day after Alnylam Europe has informed the employees on the transfer of
business in accordance with Section 5.5 (b) or such other date as may be mutually agreeable
to the Parties.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






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“Company” shall mean Blitz 07-335 GmbH, a German limited liability company (GmbH),
founded on July 3, 2007 (UR. Nr. 4903/2007 of the notary Dr. Bernhard Schaub in Munich) and
a wholly owned Subsidiary of the Stockholder which the Stockholder shall use best efforts to
rename as instructed by the Buyer prior to the Closing Date.




“Confidential Information” shall mean any confidential or proprietary information of
Alnylam Europe that is furnished in writing to the Buyer by Alnylam Europe in connection
with this Agreement and is labeled confidential or proprietary; provided, however, that it
shall not include any information (A) which, at the time of disclosure, is available
publicly, (B) which, after disclosure, becomes available publicly through no fault of the
Buyer, (C) which the Buyer knew or to which the Buyer had access prior to disclosure or (D)
which the Buyer rightfully obtains from a source other than Alnylam Europe.




“Controlling Party” shall mean the party controlling the defense of any Third Party
Action.




“Damages” shall mean any and all debts, obligations and other liabilities, monetary
damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses
(including amounts paid in settlement, interest, court costs, costs of investigators, fees
and expenses of attorneys, accountants, financial advisors and other experts, and other
expenses of litigation).




“Disclosure Schedule” shall mean the disclosure schedule provided by Alnylam Europe
and the Stockholder to the Buyer on the date hereof.




“Employee Benefit Plan” shall mean any plan, agreement or arrangement involving
direct or indirect compensation, including pensions, to employees or former employees of
Alnylam Europe, including insurance coverage, severance benefits, disability benefits,
deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock
appreciation or other forms of incentive compensation or post-retirement compensation,
including pensions. For the avoidance of doubt, employer’s contributions to the statutory
social security system (gesetzliche Renten-, Kranken-, Pflege-, Arbeitslosen- und
Unfallversicherung), as provided for by mandatory law, shall not be considered to be an
Employee Benefit Plan in the sense of this Agreement.




“Environmental Law” shall mean any federal, state or local law, statute, rule,
order, directive, judgment, Permit or regulation relating to the environment, occupational
health and safety, or exposure of persons or property to Materials of Environmental Concern,
including any statute, regulation, administrative decision or order pertaining to: (i) the
presence of or the treatment, storage, disposal, generation, transportation, handling,
distribution, manufacture, processing, use, import, export, labeling, recycling,
registration, investigation or remediation of Materials of Environmental Concern or
documentation related to the foregoing; (ii) air, water and noise pollution; (iii)
groundwater and soil contamination; (iv) the release, threatened release, or accidental
release into the environment, the workplace or other areas of Materials of Environmental
Concern, including emissions, discharges, injections, spills, escapes or dumping of





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






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Materials of Environmental Concern; (v) transfer of interests in or control of real property
which may be contaminated; (vi) community or worker right-to-know disclosures with respect
to Materials of Environmental Concern; (vii) the protection of wild life, marine life and
wetlands, and endangered and threatened species; (viii) storage tanks, vessels, containers,
abandoned or discarded barrels and other closed receptacles; and (ix) health and safety of
employees and other persons.




“Equity Purchase Agreement” shall mean the Common Stock Purchase Agreement dated the
date hereof by and between the Stockholder and Roche Finance Ltd, a Swiss corporation.




“Escrow Account” shall mean a bank account into which the Escrow Amount shall be
deposited with the Escrow Agent.




“Escrow Agent” shall mean the escrow agent to be agreed upon between the Buyer and
the Stockholder.




“Escrow Agreement” shall mean the Escrow Agreement substantially in the form
attached hereto as Exhibit B.




“Escrow Amount” shall have the meaning set forth in Section 1.6(b).




“Excluded Assets and Liabilities” shall mean those assets and liabilities set forth
on Schedule A.




“Expected Claim Notice” shall mean a notice that, as a result of a legal proceeding
instituted by or written claim made by a third party, an Indemnified Party reasonably
expects to incur Damages for which it is entitled to indemnification under Article VIII.




“Final Claims” shall have the meaning as set forth in Section 1.9.




“Financial Statements” shall mean:




     (a) the unaudited balance sheets and statements of income, changes in stockholders’
equity and cash flows of Alnylam Europe as of the end of and for each of the last three
fiscal years, and




     (b) the Most Recent Balance Sheet and the unaudited statements of income, changes in
stockholders’ equity and cash flows for the four months ended as of the Most Recent Balance
Sheet Date.




“FTE” shall mean full-time equivalent employees of the Company.





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






-30-









 






“German Accounting Principles” shall mean the German commercial code (HGB) and
principles of regular record keeping (Grundsätze ordnungsmäßiger Buchführung or GoB).




“Governmental Entity” shall mean any court, arbitrational tribunal, administrative
agency or commission or other governmental or regulatory authority or agency.




“Indemnified Party” shall mean a party entitled, or seeking to assert rights, to
indemnification under Article VIII.




“Indemnifying Party” shall mean the party from whom indemnification is sought by the
Indemnified Party.




“Initial Cash Payment Amount” shall have the meaning set forth in Section 1.6 (a)




“Information Letters” shall have the meaning as set forth in Section 5.5 (b).




“Lease” shall mean any lease or sublease pursuant to which Alnylam Europe
leases or subleases from another party any real property.




“Legal Proceeding” shall mean any action, suit, proceeding, claim, arbitration or
investigation before any Governmental Entity or before any arbitrator.




“License and Collaboration Agreement” shall mean the License and Collaboration
Agreement dated the date hereof by and among F. Hoffmann-La Roche Ltd, a Swiss Corporation,
Hoffmann-La Roche Inc., a New Jersey corporation, and the Stockholder and Alnylam Europe.




“Materials of Environmental Concern” shall mean any: pollutants, contaminants or
hazardous substances, pesticides, hazardous wastes, other hazardous, radioactive or toxic
materials, oil, petroleum and petroleum products (and fractions thereof), or any other
material (or article containing such material) listed or subject to regulation under any
law, statute, rule, regulation, order, Permit, or directive due to its potential, directly
or indirectly, to harm the environment or the health of humans or other living beings.




“Most Recent Balance Sheet” shall mean the unaudited consolidated balance sheet of
Alnylam Europe as of the Most Recent Balance Sheet Date.




“Most Recent Balance Sheet Date” shall mean May 31, 2007.




“Non-controlling Party” shall mean the party not controlling the defense of any
Third Party Action.




“Ordinary Course of Business” shall mean the ordinary course of business consistent
with past custom and practice.




“Parties” shall mean the Buyer, the Stockholder and Alnylam Europe.





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






-31-









 






“Permits” shall mean all permits, licenses, registrations, certificates, orders,
approvals, franchises, variances and similar rights issued by or obtained from any
Governmental Entity (including those issued or required under Environmental Laws and those
relating to the occupancy or use of owned or leased real property).




“Purchase Price” shall mean the purchase price to be paid by the Buyer for the
Shares at the Closing, as set forth in Section 1.6.




“Reasonable Best Efforts” shall mean best efforts, to the extent commercially
reasonable.




“Response” shall mean a written response containing the information provided for in
Section 8.3(c).




“RNAi Business” shall have the meaning set forth in the definition of “Spin-off” in
Article XII of this Agreement.




“RNAi Contracts” shall have the meaning set forth in the definition of “Spin-off” in
Article XII of this Agreement.




“Security Interest” shall mean any mortgage, pledge, security interest, encumbrance,
charge or other lien (whether arising by contract or by operation of law), other than (i)
mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s
compensation, unemployment insurance, social security, retirement, and similar legislation
and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in
each case arising in the Ordinary Course of Business of Alnylam Europe and not material to
Alnylam Europe.




“Shares” shall mean all of the shares (Geschäftsanteile) in the Company.




“Spin-off” shall mean a spin-off (Spaltung) according to Section 123 para 2 No. 1
German Act on Company Reorganizations (Umwandlungsgesetz) with reference date
(Spaltungsstichtag) January 1, 2007, 0:00 a.m. German Time under which (a) the RNAi business
of Alnylam Europe, comprising (bestehend aus):




	 	(i)	 	the fixed assets, as set out in Schedule B,
	 
	 	(ii)	 	the current assets and current liabilities as set forth in the pro forma
balance sheet included in Section 3.2(d) of the Disclosure Schedule,
	 
	 	(iii)	 	the contracts, as set out in Schedule D (the “RNAi
Contracts”), and
	 
	 	(iv)	 	the employment relations, as set out in Schedule F (the individuals
under such employment relations, the “Transferring Individuals”)






(such Schedules to be updated and attached as Schedules to the Spin-Off agreement to be
concluded between Alnylam Europe and the Company) (collectively, the “RNAi
Business”) shall transfer to the Company and (b) the Company shall assume the
liabilities set forth on the pro forma balance sheet included in Section 3.2(d) of the
Disclosure




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






-32-









 







Schedule. For the avoidance of doubt, the RNAi Business shall not comprise the Excluded
Assets and Liabilities.




“Stock Options” shall mean any stock options granted and outstanding to purchase
            shares in the Company.




“Stock Plans” shall mean the plans or other arrangements under which the Stock
Options were granted.




“Stockholder” shall have the meaning set forth in the first paragraph of this
Agreement.




“Subsidiary” shall mean any corporation, partnership, trust, limited liability
company or other non-corporate business enterprise in which a Party (or a Subsidiary of a
Party) holds stock or other ownership interests representing (a) more than 50% of the voting
power of all outstanding stock or ownership interests of such entity or (b) the right to
receive more than 50% of the net assets of such entity available for distribution to the
holders of outstanding stock or ownership interests upon a liquidation or dissolution of
such entity.




“Tax Benefit” shall have the meaning as set forth in Section 9.5.




“Taxes” shall mean all taxes according to Art. 3 German General Fiscal code or
comparable provisions in other jurisdictions, charges, fees, public levies of any kind or
other similar assessments or liabilities, including without limitation income, gross
receipts, ad valorem, premium, value-added, excise, real property, personal property, sales,
use, transfer, withholding, employment, unemployment, insurance, social security, business
license, business organization, environmental, workers compensation, payroll, profits,
license, lease, service, service use, severance, stamp, occupation, windfall profits,
customs, duties, franchise, any demand for taxes because of secondary liability (Haftung)
for any other person or legal entity, and other taxes imposed by any state, local or foreign
government, or any agency thereof, or other political subdivision of any such government,
any indemnification payment for taxes payable by any share or asset sales agreement and any
interest, fines, penalties, assessments or additions to tax resulting from, attributable to
or incurred in connection with any tax or any contest or dispute thereof.




“Tax Returns” shall mean all reports, returns, declarations, statements or
other information required to be supplied to a taxing authority in connection with Taxes.




“Transferring Individuals” shall have the meaning set forth in the definition of
“Spin-off” in Article XI of this Agreement.




“Transition Services Agreement” shall mean the Transition Services Agreement in the
form attached hereto as Exhibit C.




“Third Party Action” shall mean any suit or proceeding by a person or entity other
than a Party for which indemnification may be sought by a Party under Article VIII.





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






-33-









 






“Warrants” shall mean any warrants or other outstanding rights (other than Stock
Options) to purchase shares in the Company.



XIII MISCELLANEOUS




          13.1. Press Releases and Announcements. No Party shall issue any press release or
public announcement relating to the subject matter of this Agreement without the prior written
approval of the other Parties; provided, however, that any Party may make any public disclosure it
believes in good faith is required by applicable law, regulation or stock market rule (in which
case the disclosing Party shall use reasonable efforts to advise the other Parties and provide them
with a copy of the proposed disclosure prior to making the disclosure).




          13.2. Notices. Any notices or other communications required or permitted hereunder
shall be sufficiently given if delivered personally or sent by facsimile, registered mail with
return receipt (Einschreiben mit Rückschein), or recognized overnight courier addressed as follows
or to such other address of which the parties may have given notice:




	 	 	 	 	 
	 

	 	To the Buyer:
	 	Roche Beteiligungs GmbH
	 

	 	 	 	Emil-Barell-Straße 1
	 

	 	 	 	D-79639 Grenzach-Wyhlen
	 

	 	 	 	Fax: +49-7624-5564
	 

	 	 	 	Attention: Legal Department
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Gleiss Lutz
	 

	 	 	 	Maybachstraße 6
	 

	 	 	 	70469 Stuttgart, Germany
	 

	 	 	 	Tel: +49-711-8997-181
	 

	 	 	 	Fax: +49-711-855096
	 

	 	 	 	Attention: Dr. Michael Arnold, Dr. Felix Born
	 
	 	 	 	 
	 

	 	To the Stockholder or
	 	Alnylam Pharmaceuticals
	 

	 	Alnylam Europe:
	 	300 Third Street
	 

	 	 	 	Cambridge, MA 02142
	 

	 	 	 	Attention: VP Legal
	 

	 	 	 	Fax: +1-617-555-8101
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Wilmer Cutler Pickering Hale and Dorr LLP
	 

	 	 	 	60 State Street
	 

	 	 	 	Boston, MA 02109
	 

	 	 	 	Tel: +1-617-526-6000
	 

	 	 	 	Fax: +1-617-526-5000
	 

	 	 	 	Attention: Steven D. Singer, Esq.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-34-









 






	 	 	 	 	 
	 

	 	And a copy to:
	 	MLawGroup
	 

	 	 	 	Maximilianstr. 31
	 

	 	 	 	80539 Munich, Germany
	 

	 	 	 	Tel: +49-89-24 213 0
	 

	 	 	 	Fax: +49-89-24 213 213
	 

	 	 	 	Attention: Rainer Kreifels, Esq.





Unless otherwise specified herein, such notices or other communications shall be deemed received
(a) on the date delivered, if delivered personally, or (b) three (3) business days after being
sent, if sent by registered mail with return receipt.




          13.3. Entire Agreement; Amendments; Attachments. This Agreement, all Schedules and
Exhibits hereto, and all agreements and instruments to be delivered by the Parties pursuant hereto
represent the entire understanding and agreement between the Parties hereto with respect to the
subject matter hereof and supersede all prior oral and written and all contemporaneous oral
negotiations, commitments and understandings between such Parties. Subject to notarization
requirements under German law, the Buyer and the Stockholder may amend or modify this Agreement, in
such manner as may be agreed upon, by a written instrument executed by the Buyer and the
Stockholder. If the provisions of any Schedule or Exhibit to this Agreement are inconsistent with
the provisions of this Agreement, the provisions of the Agreement shall prevail. The Exhibits and
Schedules attached hereto or to be attached hereafter are hereby incorporated as integral parts of
this Agreement.




          13.4. Severability. In the event any provision of this Agreement is for any reason
held to be or become invalid or unenforceable, the validity of the remaining provisions of this
Agreement shall not be affected or impaired thereby. Instead of the invalid or unenforceable
provision hereof, such valid and enforceable provision shall be deemed to be agreed upon that most
closely corresponds to intended economic purpose of the invalid or unenforceable provision. The
same shall apply to any supplementary interpretation of any of the terms of this Agreement.




          13.5. No Third Party Beneficiaries. This Agreement shall not confer any rights or
remedies upon any person other than the Parties and their respective successors and permitted
assigns; provided, however, that (a) the provisions of Article VIII concerning indemnification and
(b) the provisions of Section 9.4 concerning indemnification are intended for the benefit of the
individuals specified therein.




          13.6. Governing Law, Arbitration. This Agreement shall be governed by and construed
under the laws of the Federal Republic of Germany (without regard to the conflict of law principles
thereof). The application of the United Nations Convention on the International Sale of Goods
hereby is expressly excluded. All disputes arising out of or in connection with this Agreement
shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce
by three (3) arbitrators appointed in accordance with the said rules. Any arbitration proceedings
shall be conducted in the English language. Place of any arbitration proceedings shall be Munich,
Germany.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-35-









 








          13.7. Section Headings. The section headings are for the convenience of the parties
and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.




          13.8. German Terms. The terms printed in italics constitute German legal terms
describing the meaning of the terms in the English language they refer to, and shall be interpreted
throughout this Agreement in the meaning assigned to them by the German translation.




          13.9. Costs. Each Party shall bear the costs (including legal and accounting fees and
expenses) incurred by such Party in connection with preparation and negotiation of this Agreement
and in connection with the transactions contemplated hereby, provided that the Buyer shall bear the
costs for the notarization of this Agreement.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







-36-









 








The notary advises the person appeared that





	-	 	the Seller together with the Purchaser remains liable for the full payment of the shares, if the shares have not yet been
fully paid up,
	 
	-	 	there is no means available to ascertain whether the Seller is indeed the legal owner of the shares sold and that there is
no bona fide acquisition of shares under German law,
	 
	-	 	The sale of a share can be subject to the real estate transfer tax, if the company owns real estate. The notary as well as
the parties have to inform the competent tax office pursuant to § 18 GrEStG.
	 
	-	 	The managing directors of the sold company have to file in due course a new list of shareholders to the trade register
although the notary will inform the trade register as well pursuant § 40 GmbHG.
	 
	-	 	the notary will inform the competent tax office pursuant to § 54 EStDV.
	 
	-	 	the notary will inform the Company pursuant to § 16 GmbHG.




Annexes containing balances, inventories, lists or plans in accordance to § 14 of the German
Notarisation Act (Beurkundungsgesetz – “BeurkG”) were shown to the appeared persons, who waived
their right to have them read aloud and acknowledged that the content of these pages was known to
them, and signed by them on each page.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 








          IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of and on
the date first above written.




          READ OUT ALOUD, with Schedules and Exhibits, to the individuals appearing, by the notary,
approved by the individuals appearing and signed, by the individuals appearing and the notary as
follows:




	 	 	 	 	 
	 	BUYER:


ROCHE BETEILIGUNGS GMBH

 	 
	 	By:  	/s/ illegible
 	 
	 	Title:  Proxy 	 
	 	 	 	 
	 
	 	ALNYLAM EUROPE:


ALNYLAM EUROPE AG

 	 
	 	By:  	/s/ illegible
 	 
	 	Title Proxy 	 
	 	 	 	 
	 
	 	STOCKHOLDER:


ALNYLAM PHARMACEUTICALS, INC.

 	 
	 	By:  	/s/ Rainer Kreifels
 	 
	 	Title:  Proxy 	 
	 	 	 	 
	 





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





Exhibits




	 	 	 	 	 
	     A

	 	-
	 	Closing Confirmation
	     B

	 	-
	 	Escrow Agreement
	     C

	 	-
	 	Transition Services Agreement
	 
	 	 	 	 
	Schedules
	 

	 	 	 	Disclosure Schedule
	6.2

	 	-
	 	Third Party Notices and Consents
	10.2

	 	-
	 	Retention Plan
	A

	 	-
	 	Excluded Assets and Liabilities
	B

	 	-
	 	Fixed Assets
	C

	 	-
	 	[RESERVED]
	D

	 	-
	 	RNAi Contracts
	E

	 	-
	 	[RESERVED]
	F

	 	-
	 	Transferring Individuals







					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





Exhibit A




Closing Confirmation



The undersigned Alnylam Pharmaceuticals, Inc., Cambridge, MA 02142, USA (the “Stockholder”),
together with Alnylam Europe AG, Kulmbach, Germany, entered into a Share Purchase Agreement dated
July [8, 2007] regarding all shares in Blitz 07-335 GmbH with ROCHE BETEILIGUNGS GMBH,
Grenzach-Wyhlen, Germany under No. [...] of the role of deeds for 2007 of the notary Etienne
Petitpierre in Basel, Switzerland (the “Agreement”).



Reference is made to Sections 1.3. and 1.6 of the Agreement. The Stockholder hereby confirms to
ROCHE BETEILIGUNGS GMBH that all conditions precedent set out in article VII of the Agreement have
been fulfilled or waived.



[Munich], [...] 2007, [Time]




                                                            

Alnylam Pharmaceuticals Inc.,

represented by [...]

authorised by a Power of Attorney, 

dated [...]

attached hereto as copy




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 





Exhibit B




ESCROW AGREEMENT




          This Escrow Agreement is entered into as of ___, 2007, by and among Alnylam
Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), [Robert], a German limited liability
company (GmbH), with registered office in [•], Germany, registered in the Commercial Register of
the lower court (Amtsgericht) in [•] under docket No. HRB [•] (the “Buyer”) and
___ (the “Escrow Agent”).




          WHEREAS, the Buyer, the Seller and Alnylam Europe AG, a German stock corporation (“Alnitak”)
with registered office in Kulmbach, Germany, registered in the Commercial Register of the lower
court in Bayreuth under docket No. HRB 3302 (the “Company”) have entered into a Share Purchase
Agreement dated July ___, 2007 (the “Purchase Agreement”) which is attached as Attachment A to this
Agreement;




          WHEREAS, the Purchase Agreement provides that an escrow fund will be established to secure the
indemnification obligations of the Seller to the Buyer; and




          WHEREAS, the parties hereto desire to establish the terms and conditions pursuant to which
such escrow fund will be established and maintained;




          NOW, THEREFORE, the parties hereto hereby agree as follows:




     I ESCROW AND INDEMNIFICATION.



          1.1. Escrow Fund. In accordance with Section 1.6 (b) and the other terms of the
Purchase Agreement, the Buyer shall deposit with the Escrow Agent, by wire transfer or delivery of
a check of the Buyer payable to the Escrow Agent, the sum of $[**]. Such sum, together with any
interest earned thereon, is referred to herein as the “Escrow Fund.” The Escrow Fund shall be held
as a trust fund and shall not be subject to any lien, attachment, trustee process or any other
judicial process of any creditor of any party hereto. The Escrow Fund shall be invested in
accordance with Section 3. The Escrow Agent agrees to hold the Escrow Fund in an escrow account
subject to the terms and conditions of this Agreement.




          1.2. Indemnification. The Seller has agreed in Articles VIII and IX of the Purchase
Agreement to indemnify and hold harmless the Buyer from and against specified Damages (as defined
in the Purchase Agreement). The Escrow Fund shall be security for such indemnity obligation of the
Seller, subject to the limitations, and in the manner provided, in this Agreement.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 








     II DISBURSEMENT OF ESCROW FUND.



          2.1. Disbursement by Escrow Agent. The Escrow Agent shall disburse the Escrow Fund
only (i) in accordance with corresponding (übereinstimmenden) or joint written instructions from
the Seller and the Buyer; (ii) to the Buyer in such amounts in which claims of the Buyer against
the Stockholder under Article VIII or Article IX of the Purchase Agreement have been adjudicated by
final court judgment (rechtskräftiges gerichtliches Urteil) or arbitral award (Schiedsspruch), in
each case upon presentation by the Buyer of an original (Ausfertigung) of the respective judgment
or award; or (iii) the provisions of Section 2(b) hereof.




          2.2. Final Release. Within five business days after ___, 200___ [Note: Insert
date [**] months after Closing Date], the Escrow Agent shall release to the Seller the funds then
remaining in the Escrow Account, including any interest accrued thereon, after deduction of the
amount of any outstanding payment claim that the Buyer has asserted against the Seller under
Article VIII or Article IX of the Purchase Agreement by way of a duly delivered Claim Notice prior
to the expiration of the survival period of the Representation and Warranties according to Section
8.4 of the Purchase Agreement. Any funds so retained in escrow after such release shall be released
by the Escrow Agent to (i) the Buyer in the amount of any claim set forth in a Claim Notice that
has been adjudicated by final court judgment or arbitral award, upon presentation by the Buyer of
an original of the respective judgment or award and (ii) the remainder, if any, to the Seller upon
resolution of all claims under clause (i).




     III INVESTMENT OF ESCROW FUND.



          3.1. Permitted Investments. Any monies held in the Escrow Fund shall be invested by
the Escrow Agent, to the extent permitted by law and as directed by the Seller, in (i) obligations
issued or guaranteed by the United States of America or any agency or instrumentality thereof, (ii)
obligations (including certificates of deposit and bankers’ acceptances) of domestic commercial
banks which at the date of their last public reporting had total assets in excess of $500,000,000,
(iii) commercial paper rated at least A-1 or P-1 or, if not rated, issued by companies having
outstanding debt rated at least AA or Aa and (iv) money market mutual funds invested exclusively in
some or all of the securities described in the foregoing clauses (i), (ii) and (iii). Absent
receipt of specific written investment instructions from the Seller, the Escrow Agent shall have no
obligation or duty to invest (or otherwise pay interest on) the Escrow Fund. The Escrow Agent
shall have no liability for any investment losses, including without limitation any market loss on
any investment liquidated prior to maturity in order to make a payment required hereunder.




          3.2. Tax Reporting. All interest and other income earned from the investment of the
Escrow Fund shall be allocated and reported to the Seller for tax purposes. The Seller agrees to
provide the Escrow Agent with a certified tax identification number by signing and returning a Form
W-9 (or Form W-8, in the case of non-U.S. persons) to the Escrow Agent prior to the date on which
any income earned on the investment of the Escrow Fund is credited to such Escrow Fund. The Seller
understands that, in the event its tax identification number is not certified to the Escrow Agent,
the Internal Revenue Code, as amended from time to time, may require withholding of a portion of
any interest or other income earned on the investment of the Escrow Fund. The Seller shall
indemnify (freistellen) and hold harmless (schadlos halten) the





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 







Buyer from and against any taxes (if any) imposed on the Buyer with regard to the interest and
other income earned from the investment of the Escrow Fund.




     IV FEES AND EXPENSES. THE SELLER AND THE BUYER SHALL EACH PAY ONE HALF OF THE FEES OF
THE ESCROW AGENT FOR THE SERVICES TO BE RENDERED BY THE ESCROW AGENT HEREUNDER, WHICH ARE SET FORTH
ON ATTACHMENT B HERETO, AND THEY SHALL EACH REIMBURSE THE ESCROW AGENT FOR HALF OF ITS
REASONABLE EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES AND EXPENSES) INCURRED IN CONNECTION WITH
THE PERFORMANCE OF ITS DUTIES UNDER THIS AGREEMENT.



     V LIMITATION OF ESCROW AGENT’S LIABILITY.



          5.1. Limitation on Liability. The Escrow Agent shall incur no liability with respect
to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent,
statement or other genuine and duly authorized documents , nor for other action or inaction, except
its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the
validity or sufficiency of this Agreement or any other agreement referred to herein. The Escrow
Agent shall not be required to take any action hereunder involving any expense unless the payment
of such expense is made or provided for in a manner reasonably satisfactory to it. In no event
shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.




          5.2. Indemnification. The Buyer and the Seller agree to indemnify the Escrow Agent
for, and hold it harmless against, any loss, liability or expense incurred without gross negligence
or willful misconduct on the part of Escrow Agent, arising out of or in connection with its
carrying out of its duties hereunder. The Buyer and the Seller shall each be liable for one-half
of such amounts.




     VI TERMINATION. THIS AGREEMENT SHALL TERMINATE UPON THE DISBURSEMENT BY THE ESCROW
AGENT OF ALL OF THE ESCROW FUNDS IN ACCORDANCE WITH THIS AGREEMENT; PROVIDED THAT THE PROVISIONS OF
SECTION 5 SHALL SURVIVE SUCH TERMINATION.



     VII GENERAL.



          7.1. Entire Agreement. Except for those provisions of the Purchase Agreement
referenced herein, this Agreement constitutes the entire agreement among the parties and supersedes
any prior understandings, agreements or representations by or among the parties, written or oral,
with respect to the subject matter hereof.




          7.2. Succession and Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties named herein and their respective successors and permitted assigns.




          7.3. Counterparts and Facsimile Signature. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which together





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 







shall constitute one and the same instrument. This Agreement may be executed by facsimile
signature.




          7.4. Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.




          7.5. Notices. Any notices or other communications required or permitted hereunder
shall be sufficiently given if delivered personally or sent by facsimile, registered mail with
return receipt (Einschreiben mit Rückschein), or recognized overnight courier addressed as follows
or to such other address of which the parties may have given notice:




	 	 	 	 	 
	 

	 	To the Buyer:
	 	Roche Beteiligungs GmbH
	 

	 	 	 	Emil-Barell-Straße 1
	 

	 	 	 	D-79639 Grenzach-Wyhlen
	 

	 	 	 	Att. Legal Department
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Gleiss Lutz
	 

	 	 	 	Maybachstraße 6
	 

	 	 	 	70469 Stuttgart, Germany
	 

	 	 	 	Tel: +49-711-8997-181
	 

	 	 	 	Fax: +49-711-855096
	 

	 	 	 	Attention: Dr. Michael Arnold, Dr. Felix Born
	 
	 	 	 	 
	 

	 	To the Seller:
	 	Alnylam Pharmaceuticals
	 

	 	 	 	300 Third Street
	 

	 	 	 	Cambridge, MA 02142
	 

	 	 	 	Attention: VP Legal
	 

	 	 	 	Fax: +1-617-555-8101
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Wilmer Cutler Pickering Hale and Dorr LLP
	 

	 	 	 	60 State Street
	 

	 	 	 	Boston, MA 02109
	 

	 	 	 	Tel: +1-617-526-6000
	 

	 	 	 	Fax: +1-617-526-5000
	 

	 	 	 	Attention: Steven D. Singer, Esq.
	 
	 	 	 	 
	 

	 	And a copy to:
	 	MLawGroup
	 

	 	 	 	Maximilianstr. 31
	 

	 	 	 	80539 Munich, Germany
	 

	 	 	 	Tel: +49-89-24 213 0
	 

	 	 	 	Fax: +49-89-24 213 213
	 

	 	 	 	Attention: Rainer Kreifels, Esq.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 






          If to the Escrow Agent:



Any party may give any notice, instruction or other communication hereunder using any other means
(including personal delivery, expedited courier, messenger service, telecopy, ordinary mail or
electronic mail), but no such notice, instruction or other communication shall be deemed to have
been duly given unless and until it actually is received by the party to whom it is intended. Any
party may change the address to which notices, instructions, or other communications hereunder are
to be delivered by giving the other parties notice in the manner set forth in this Section.




          7.6. Governing Law. This Agreement shall be governed by and construed in accordance
with the internal laws of the Federal Republic of Germany without giving effect to any choice or
conflict of law provision or rule (whether of the Federal Republic of Germany or any other
jurisdiction) that would cause the application of laws of any jurisdiction other than those of the
Federal Republic of Germany.




          7.7. Amendments and Waivers. This Agreement may be amended only with the written
consent of the Buyer, the Seller and the Escrow Agent. No waiver of any right or remedy hereunder
shall be valid unless the same shall be in writing and signed by the party giving such waiver. No
waiver by any party with respect to any condition, default or breach of covenant hereunder shall be
deemed to extend to any prior or subsequent condition, default or breach of covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such occurrence.




          7.8. Submission to Jurisdiction. All disputes arising out of or in connection with
this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber
of Commerce by three (3) arbitrators appointed in accordance with the said rules. Any arbitration
proceedings shall be conducted in the English language. Place of any arbitration proceedings shall
be Munich, Germany.




          7.9. German Terms. The terms printed in italics constitute German legal terms
describing the meaning of the terms in the English language they refer to, and shall be interpreted
throughout this Agreement in the meaning assigned to them by the German translation.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 








          IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first
above written.




	 	 	 	 	 
	 	[ROBERT]

 	 
	 	By  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	ALNYLAM PHARMACEUTICALS, INC.

 	 
	 	By  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	[ESCROW AGENT]

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 





Attachment A




[Escrow Agent Fees]






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 








Exhibit C




TRANSITION SERVICES AGREEMENT




          This TRANSITION SERVICES AGREEMENT (the “Agreement”) is made this ___ day of ___,
2007, by and between Alnylam Pharmaceuticals, Inc., a Delaware corporation (the “Stockholder”), and
[Company], a German limited liability company (GmbH), with registered office in [•], Germany,
registered in the Commercial Register of the lower court in [•] under docket No. HRB [•] (the
“Company”). The Stockholder and the Company are collectively referred to herein as the “Parties,”
and each individually as a “Party.”




          WHEREAS, the Stockholder, Roche (as defined below) and Alnylam Europe AG (“Alnylam Europe”)
are parties to a Stock Purchase Agreement dated as of July 8, 2007 (the “Acquisition Agreement”),
pursuant to which the Stockholder will sell to Roche all of the outstanding shares of a to-be
formed entity, being Company; and




          WHEREAS, the Stockholder, F. Hoffmann-La Roche Ltd, a Swiss corporation, having a place of business
at Grenzacherstrasse 124, CH-4070 Basel, Switzerland, and Hoffmann-La Roche Inc., a New Jersey
corporation, having a place of business at 340 Kingsland Street, Nutley, New Jersey 07110, U.S.A.
(both hereafter referred to as “Roche”) are parties to a License and Collaboration Agreement dated
as of July 8, 2007 (the “License Agreement”), pursuant to which the Stockholder will grant Roche
licenses to its RNAi technology; and




          WHEREAS, in order to enable the Company to operate in an effective manner, the Stockholder has
agreed to provide to the Company certain services for the periods and on the terms and conditions
set forth herein; and




          WHEREAS, in order to enable the Stockholder to operate certain portions of its business not
sold to Roche pursuant to the Acquisition Agreement in an effective manner, the Company has agreed
to provide to the Stockholder certain services for the periods and on the terms and conditions set
forth herein;




          NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein and
other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged,
and intending to be legally bound hereby, the parties agree:



I SERVICES



1.1. General. During the term of this Agreement, the Parties (or an Affiliate of each such
Party designated by such Party for this purpose) shall provide, or cause such designated Affiliate
to provide, the respective services (individually, a “Service” and collectively, the “Services”)
set forth in Schedule A attached hereto.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 







1.2. Level of Services. The Services shall be provided at commercially reasonable quality
levels, which shall be substantially similar in scope, quality and nature to those provided to, or
provided on behalf of, Alnylam Europe prior to the date hereof.



1.3. Cooperation. Each Party shall cause its employees to reasonably cooperate with
employees of the other to the extent required for effective delivery of the Services. In addition,
the Parties shall establish a Joint Transition Team (“JTT”) to oversee the activities under this
Agreement:





	 	(a)	 	Responsibilities. The JTT shall have the following responsibilities:






	 	(i)	 	Provide a status update on progress of activities under this agreement;
and
	 
	 	(ii)	 	decide about redistributions of FTEs solely within the scope of
Schedule A hereto; and






	 	(b)	 	Members. Each of the Stockholder and Roche shall nominate [**] representatives,
while Company shall nominate [**] representatives. Each party may replace its
representatives at any time, upon written notice to the other party.
	 
	 	(c)	 	Meetings. The JTT shall meet [**]. The JTT may utilize telecommunications and,
if available, video conferencing as appropriate. [**] the members shall have one
face-to-face meeting. Roche shall chair the meetings and minutes shall be provided
which shall not constitute an amendment to this Agreement.
	 
	 	(d)	 	Decisions. Decisions of the JTT shall be made by consensus. If the Parties can
not reach consensus with respect to a specific matter, then the Parties shall refer the
matter(s) under negotiation to the Chief Executive Officer of Alnylam and the Global
Head of Pharma Research of Roche, for discussion and resolution within a [**] day
period.
	 
	 	(e)	 	Costs. Each party shall be responsible for all travel and related expenses it
may incur in connection with its participation in the JTT.




1.4. Third Party Services. Neither Party shall have the right to engage the services of
independent contractors to deliver or assist in the delivery of the Services contemplated under
this Agreement without the prior written consent of the other Party, which consent shall not be
unreasonably withheld, conditioned or delayed. If any independent contractor is utilized, the
Party hiring such independent contractor will impose on such third party the confidentiality
obligations specified in this Agreement and will supervise the performance of such third party to
ensure that the Services meet, in all material respects, the requirements of this Agreement.



1.5. Additional Services. If requested by either Party and reasonably approved by the
other Party, the approving Party may provide services in addition to the Services to the requesting




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007








 









 







Party. The scope of any such services, as well as the prices and other terms applicable to such
services, shall be as mutually agreed by the Parties.



1.6. IP ownership. Each Party shall inform the other in writing of any patentable invention
generated by the Company’s employees rendering the Services for Stockholder under this Agreement
(the “Inventions”). The Company shall either assign or otherwise transfer all worldwide rights,
title and interest in and to any and all Inventions to Stockholder or it shall entitle the
Stockholder to directly negotiate with the Company’s employees the assignment of such Inventions,
as the case may be. Any remuneration due for such assignment of the Inventions under the applicable
German laws on employee invention rights (Arbeitnehmererfindergesetz) shall be paid solely by the
Stockholder.



The Stockholder agrees to grant the Company or any of its Affiliates an irrevocable, worldwide,
non-exclusive, sub-licensable, transferable, royalty-free and fully paid-up license under such
Inventions pursuant to the terms of the License Agreement within the Field (as defined in the
License Agreement). The Stockholder further agrees to amend the Schedule C of the License Agreement
to include such licenses to the Company or any of its Affiliates.



In case the Stockholder does not file any patents for the Inventions made hereunder, it shall
notify the Company within [**] months after the initial disclosure. Hereafter, the Company has the
right, but not the obligation, to make such filings in its own name with no further obligations to
Stockholder.




II PAYMENTS



2.1. Services Pricing. The costs to be charged for each Service shall be set forth on
Schedule A.



2.2. Invoicing and Payment. Within [**] days following the end of each calendar month
during the term hereof, each Party shall provide to the other Party an invoice (an “Invoice”)
totaling all charges incurred by such Party hereunder during such month. Such Invoice shall
contain a brief description of each Service or direct cost giving rise to the charge, and a listing
of any third party charges included therein. The Party receiving an Invoice shall pay all amounts
due under such Invoice in the currency denominated in such Invoice no later than [**] days
following receipt of an Invoice. Every Invoice that is not paid when due shall bear interest from
and after the date on which such Invoice first became overdue at an annual rate equal to twelve
percent (12%). Each Party agrees to pay on demand all costs of collection, including reasonable
attorneys’ fees, incurred by the other Party in collecting any such Invoice.



2.3. Taxes. The fees payable by the Stockholder pursuant to this Section 2 shall be
inclusive of any federal, state, municipal, or other U.S. or foreign government taxes, duties,
excises, tariffs, fees, assessments or levies now or hereinafter imposed on the performance or
delivery of Services or direct costs, with the exception of VAT (or any equivalent tax), if any,
which shall be paid by the Party receiving the Services in addition to the fees payable pursuant to
this Section 2..





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 







2.4. Records. Each Party shall keep such full and adequate records as are necessary to
determine the charges to be assessed pursuant to this Section 2, and shall have reasonable access
to such records of the other.




III REPRESENTATIONS AND WARRANTIES



3.1. Authorization by the Company. The Company represents and warrants to the Stockholder
that the Company has all necessary rights and authority to grant the Stockholder the rights granted
herein and no Affiliates of the Company who are not signatories to this Agreement are required to
grant such rights. The Company has obtained all necessary third party and governmental consents
and authorizations to grant the Stockholder the rights granted herein and to provide the Services
as contemplated herein.



3.2. Authorization by the Stockholder. The Stockholder represents and warrants to the
Company that the Stockholder has all necessary rights and authority to grant the Company the rights
granted herein and no Affiliates of the Stockholder who are not signatories to this Agreement are
required to grant such rights. The Stockholder has obtained all necessary third party and
governmental consents and authorizations to grant the Company the rights granted herein and to
provide the Services as contemplated herein.




IV CONFIDENTIALITY



4.1. Information Exchanges. Subject to applicable law and good faith claims of privilege,
each Party shall provide the other Party with all information regarding itself and the transactions
under this Agreement that the other Party reasonably believes are required to comply with all
applicable laws, ordinances, regulations and codes in connection with the provision of Services
pursuant to this Agreement.



4.2. Confidential Information. Each Party shall hold in trust and maintain confidential
all Confidential Information relating to the other Party. “Confidential Information” shall mean
all information disclosed by either Party to the other in connection with this Agreement, and
includes, but is not limited to, economic, scientific, technical, product and business data,
business plans, and the like, but shall not include (i) information which becomes generally
available other than by disclosure in violation of the provisions of this Section 4.2, (ii)
information which becomes available on a non-confidential basis to a Party from a source other than
the other Party to this Agreement provided the Party in question reasonably believes that such
source is not or was not bound to hold such information confidential, (iii) information acquired or
developed independently by a Party without violating this Section 4.2 or any other confidentiality
agreement with the other Party, and (iv) information that any Party reasonably believes it is
required to disclose by law, provided that it first notifies the other Party of such requirement
and allows such Party a reasonable opportunity to seek a protective order or other appropriate
remedy to prevent such disclosure. Without prejudice to the rights and remedies of either Party to
this Agreement, a Party disclosing any Confidential Information to the other Party in accordance
with the provisions of this Agreement shall be entitled to equitable relief by way





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 







of an injunction if the other Party breaches or threatens to breach any provision of this Section
4.2.




V INDEMNIFICATION



5.1. Indemnification by the Company.





	 	(a)	 	Indemnification. The Company shall indemnify and hold the Stockholder
and its Affiliates harmless against any damages, costs and expenses (including
reasonable attorneys’ fees) arising from (i) the negligence or intentional misconduct
of the Company in connection with the provision of any Services, or any other actions
or inactions of the Company in connection therewith, or (ii) the breach by the Company
of any of its obligations hereunder.
	 
	 	(b)	 	Defense. If notified promptly in writing of any action brought against
the Stockholder or its Affiliates based on a claim described in Section 5.1(a) above,
the Company shall defend such action at its expense and pay all costs, damages and
settlements finally awarded in such action or settlement which are attributable to such
claim. The Company shall have sole control of the defense of any such action and all
negotiations for its settlement or compromise, provided such settlement or compromise
includes an unconditional release of the Stockholder and its Affiliates from all
liability with respect to such claim in form and substance reasonably satisfactory to
the Stockholder. The Stockholder shall reasonably cooperate with the Company in the
defense of such claim, and may be represented, at the Stockholder’s expense, by counsel
of the Stockholder’s selection.





5.2. Indemnification by the Stockholder.





	 	(a)	 	Indemnification. The Stockholder shall indemnify and hold the Company
and its Affiliates harmless against any damages, costs and expenses (including
reasonable attorneys’ fees) arising from (i) the negligence or intentional misconduct
of the Stockholder in connection with the provision of any Services, or any other
actions or inactions of the Stockholder in connection therewith or (ii) the breach by
the Stockholder of any of its obligations hereunder.
	 
	 	(b)	 	Defense. If notified promptly in writing of any action brought against
the Company or its Affiliates based on a claim described in Section 5.2(a) above, the
Stockholder shall defend such action at its expense and pay all costs, damages and
settlements finally awarded in such action or settlement which are attributable to such
claim. The Stockholder shall have sole control of the defense of any such action and
all negotiations for its settlement or compromise, provided such settlement or
compromise includes an unconditional release of the Company and its Affiliates from all
liability with respect to such claim in form and substance reasonably satisfactory to
the Company. The Company shall reasonably







					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 






	 	 	 	cooperate with the Stockholder in the defense of such claim, and may be represented,
at the Company’s expense, by counsel of the Company’s selection.





VI TERM AND TERMINATION



6.1. Term. Unless earlier terminated in accordance with Section 6.2 below, this Agreement
shall be in effect from the date hereof until twelve (12) months following the Closing Date.



6.2. Termination.





	 	(a)	 	Any particular Service may be terminated by the Party entitled to receive such
Service upon thirty (30) days prior written notice to the other Party.
	 
	 	(b)	 	Upon termination of this Agreement for any reason, all rights and obligations
of the parties under this Agreement shall cease and be of no further force or effect,
except that the provisions of Sections 4 and 5 of this Agreement, and the Parties’
obligations to pay any Invoice for Services provided prior to any termination or
expiration of this Agreement, shall survive any such termination or expiration.





VII GENERAL



7.1. Assignment. Neither Party shall assign any of its rights or obligations hereunder
without the prior written consent of the other Party. This Agreement shall be deemed to be for the
benefit of the Parties and their Affiliates, and all rights of the Parties under this Agreement may
be exercised by any of their respective Affiliates. This Agreement shall inure to the benefit of
and be binding upon any successors or permitted assigns of the Parties.



7.2. Force Majeure. No Party shall bear any responsibility or liability for any Damages
arising out of any delay, inability to perform or interruption of its performance of its
obligations under this Agreement due to any acts or omissions of the other Party hereto or for
events beyond its reasonable control including, without limitation, acts of God, acts of
governmental authorities, acts of the public enemy or due to war, riot, flood, civil commotion,
insurrection, labor difficulty, severe or adverse weather conditions, lack of or shortage of
electrical power, malfunctions of equipment or software programs, or any other cause beyond the
reasonable control of such Party.



7.3. Applicable Law and Jurisdiction. This Agreement shall be governed by and construed
under the laws of Germany (without regard to the conflict of law principles thereof).



7.4. Continuation of Services Pending Outcome of Dispute. In the event of any dispute
between the parties, the Company shall not discontinue the supply of any Service provided for
herein pending the resolution of such dispute.



7.5. Relationship of the Parties. The parties shall for all purposes be considered
independent contractors with respect to each other, and neither shall be considered an employee,
employer, agent, principal, partner or joint venturer of the other.




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 







7.6. Registration. In the event that this Agreement is required to be registered with any
governmental authority, the Company shall cause such registration to be made and shall bear any
expense or tax payable in respect thereof.



7.7. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between
the Company and the Stockholder with respect to the subject matter hereof. This Agreement shall
not be amended, altered or changed except by a written agreement signed by the parties hereto.



7.8. No Waiver. No delay or omission on the part of either Party to this Agreement in
requiring performance by the other Party or in exercising any right hereunder shall operate as a
waiver of any provision hereof or of any right or rights hereunder; and the waiver, omission or
delay in requiring performance or exercising any right hereunder on any one occasion shall not be
construed as a bar to or waiver of such performance or right, or of any right or remedy under this
Agreement, on any future occasion.




          Notices. All notices, requests, demands, claims and other communications hereunder
shall be in writing. Any notice, request, demand, claim or other communication hereunder shall be
deemed duly delivered four business days after it is sent by registered or certified mail, return
receipt requested, postage prepaid, or one business day after it is sent for next business day
delivery via a reputable nationwide overnight courier service, in each case to the intended
recipient as set forth below:




	 	 	 	 	 
	 

	 	To the Company:
	 	[Company]
	 
	 	 	 	 
	 

	 	With a copy to:
	 	F. Hoffmann-La Roche Ltd
	 

	 	 	 	Grenzacherstrasse 124
	 

	 	 	 	CH-4070 Basel
	 

	 	 	 	Switzerland
	 

	 	 	 	Attention: Corporate Legal Department
	 

	 	 	 	Fax: +41 61 688 13 96
	 
	 	 	 	 
	 

	 	To the Stockholder:
	 	Alnylam Pharmaceuticals
	 

	 	 	 	300 Third Street
	 

	 	 	 	Cambridge, MA 02142
	 

	 	 	 	Attention: VP Legal
	 

	 	 	 	Fax: 617-555-8101






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 






	 	 	 	 	 
	 

	 	With a copy to:
	 	Wilmer Cutler Pickering Hale and Dorr LLP
	 

	 	 	 	60 State Street
	 

	 	 	 	Boston, MA 02109
	 

	 	 	 	Tel: 617-526-6000
	 

	 	 	 	Fax: 617-526-5000
	 

	 	 	 	Attention: Steven D. Singer, Esq.






          Any Party may give any notice, request, demand, claim, or other communication hereunder using
any other means (including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it actually is received by
the Party for whom it is intended. Any Party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving the other Party
notice in the manner herein set forth.



7.9.  Section Headings; Definitions. Section headings are for descriptive purposes only
and shall not control or alter the meaning of this Agreement. Capitalized terms used herein but
not otherwise defined herein shall have the respective meanings ascribed to them in the Acquisition
Agreement.



7.10. Severability. If any provision of this Agreement shall for any reason be held
illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of
this Agreement and shall in no way affect or impair the validity or enforceability of the remaining
provisions of this Agreement.



7.11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.



7.12. Facsimile Signature. This Agreement may be executed by facsimile signature.




[Remainder of Page Intentionally Left Blank]






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 








          IN WITNESS WHEREOF, the Company and the Stockholder have duly executed this Agreement as of
the day and year first above written.




	 	 	 
	THE COMPANY:

	 	THE STOCKHOLDER:
	 
	 	 
	[Company]

	 	ALNYLAM PHARMACEUTICALS, INC.
	 
	 	 
	By:                                                             

	 	By:                                                             
	 
	 	 
	Title:                                                             

	 	Title:                                                             







					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 





Schedule A – Services and Rates




SUBCONTRACTED EMPLOYEES FROM THE CLOSING DATE UNTIL [**]





	 	(a)	 	For a period beginning on the Closing Date (as defined in the Share Purchase
Agreement) and ending on [**], the Company shall subcontract to Alnylam Europe a
number of employees of the Company (“Subcontracted Employees”) equal to [**] full-time
equivalent employees of the Company (“FTEs”).
	 
	 	(b)	 	The Stockholder shall fully reimburse the Company for the cost of providing
such Subcontracted Employees, at a rate per FTE of € [**] Euro) per working day.





SUBCONTRACTED EMPLOYEES FROM [**]





	 	(c)	 	For a period beginning on [**] and ending on the date that is [**] from the
Closing Date, the Company shall provide to the Stockholder and/or any Affiliate (as
defined in the Share Purchase Agreement) of the Stockholder designated by the
Stockholder, the services of a minimum of [**] FTE per month and a maximum of [**]
FTEs per month, in each case to support the Stockholder’s and/or such Affiliate’s
operations.
	 
	 	(d)	 	The Stockholder shall only be obligated to pay the Company for the minimum of
[**] FTEs per month and for FTEs actually used if above such minimum, at a rate per
FTE of € [**] Euro) per working day.





UNWINDING OF IT.



The Parties are working on the coordinated transition of IT operations and agree that each Party
shall provide [**] IT professional to be responsible for such coordinated transition, which
individual shall be empowered to make decisions regarding IT infrastructure on behalf of such
Party. The Parties shall agree on an IT Transition Plan to be implemented, including a timeframe
for such implementation, which IT Transition Plan takes into consideration each Party’s
operational, infrastructure and security needs.




TIMING OF TRANSITIONAL SERVICES





	 	•	 	[**] – Transition Services Plan Completed
	 
	 	•	 	[**] FTEs of the Company will be subcontracted to Stockholder.
	 
	 	•	 	[**] – Possibility of additional Transition Services (up to [**] FTEs)
	 
	 	•	 	[**] – Conclusion of all Transitional Services






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





GUARANTEED PERFORMANCE OF SERVICES FOR ROCHE



Stockholder and Company agree to provide to Roche the necessary personnel required to perform a
high-performing siRNA working unit from the beginning, including:





	 	•	 	[**]
	 
	 	•	 	[**]
	 
	 	•	 	[**[
	 
	 	•	 	[**]
	 
	 	•	 	[**]




The Stockholder and the Company agree that the personnel required to perform at least [**] will be
made available to Company and its Affiliates and that such [**] may be completed by latest [**].
The Stockholder and the Company further agree that in case employees of the Company decide to leave
the Company before [**], the Company may prioritize the delivery of the [**] for Roche over the
Services to be rendered hereunder to the Company. This prioritization will however not affect the
Stockholders obligation to pay the remuneration for the [**] FTE’s under Article 1 of this Schedule
A.




TECH TRANSFER ACTIVITIES



All of the Company’s FTEs will be potentially involved in Technology Transfer activities in
accordance with Schedule F of the License and Collaboration Agreement. Of the [**] FTEs funded by
Stockholder between the Closing Date and [**] will focus on ensuring appropriate transfer of
knowledge and skills required in the development of RNAi Therapeutics from both a theoretical and
practical standpoint, as stated in details in Schedule F “Technology Transfer Plan”.



Technology Platform Advancement Activities



The remaining [**] FTEs will be dedicated to complete currently underway and planned platform
advances activities as listed below:



[**]



To ensure a smooth transfer of technology advancement work from the Company to the Stockholder by
[**], the work will be conducted in close collaboration with Stockholder throughout the [**]
timeframe and will be overseen by the Joint Transition Team (JTT).




EMPLOYEES INVOLVED IN SERVICES ACTIVITIES



The following employees will be involved in Services:



[**]




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 








CONTACT POINTS




	 	 	 	 	 
	Platform Advancement Activity	 	Company Contact	 	Stockholder Contact
	[**]

	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]
	[**]

	 	[**]
	 	[**]






[**]




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 








Schedule A




Alnylam Europe

Excluded Assets and Liabilities




Contracts




Licenses:





	 	1.	 	Ribopharma AG Confidential Disclosure Agreement between Ribopharma AG and Cell
Signaling Technology
	 
	 	2.	 	Ribopharma AG Confidential Disclosure Agreement between Ribopharma AG and Cell
Signaling Technology
	 
	 	3.	 	Non-Exclusive License Agreement between Ribopharma AG and Cell Signaling Technology,
Inc.
	 
	 	4.	 	Amendment to Non-Exclusive License Agreement between Ribopharma AG and Cenix
Bioscience GmbH
	 
	 	5.	 	Amendment to Non-Exclusive License Agreement between Ribopharma AG and Cenix
Bioscience GmbH
	 
	 	6.	 	Confidential Disclosure Agreement between Ribopharma AG and CenixBioScience GmBH
	 
	 	7.	 	Second Amendment to Non-Exclusive License Agreement between Alnylam Europe AG and
Cenix Bioscience GmbH
	 
	 	8.	 	Mutual Confidentiality Agreement between Ribopharma AG and Cenix BioSciecne GmBH
	 
	 	9.	 	Non-Exclusive License Agreement between Ribopharma AG and Cenix Bioscience GmbH
	 
	 	10.	 	Mutual Confidential Disclosure Agreements between Ribopharma AG and Invitrogen
Corporation
	 
	 	11.	 	Non-Exclusive License Agreement between Ribopharma AG and Invitrogen Corporation
	 
	 	12.	 	Ribopharma AG Confidential Disclosure Agreement between Ribopharma AG and MWG Biotech
AG
	 
	 	13.	 	Ribopharma AG Confidential Disclosure Agreement between Ribopharma AG and Qiagen GmbH





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 






	 	14.	 	Mutual Confidentiality Agreement between Qiagen GmbH and Ribopharma AG
	 
	 	15.	 	Non-Exclusive License Agreement between Ribopharma AG and RNAx GmbH
	 
	 	16.	 	Confidential Disclosure Agreement between Alnylam Europe AG and Samchully Pharm. Co.,
Ltd.
	 
	 	17.	 	Mutual Confidential Disclosure Agreement between Alnylam Pharmaceuticals and
siRNAsense AS
	 
	 	18.	 	Confidential Disclosure Agreement between Alnylam Europe AG and Thermo Electron
Corporation
	 
	 	19.	 	Mutual Confidentiality Agreement between Ribopharma AG and Thermo Electron GmbH
	 
	 	20.	 	Letter from Carnegie Institution of Washington to Ribopharma AG
	 
	 	21.	 	Letter from Ribopharma AG to Carnegie Institution of Washington Re: License Agreement
between Carnegie Institution of Washington and Ribopharma AG
	 
	 	22.	 	License Agreement between the Carnegie Institution of Washington and Ribopharma AG
	 
	 	23.	 	Letter from Dr. Gassner & Partner to Ribopharma AG Re: Ribopharma AG J. Carnegie
Institution of Washington Licence Agreement
	 
	 	24.	 	Co-Exclusive License Agreement dated July 30, 2003 between Garching Innovation GmbH
and Ribopharma AG
	 
	 	25.	 	“Requirement Amendment” dated June 14, 2005 to the Co-Exclusive License Agreement
dated July 30, 2003 between Garching Innovation GmbH and Ribopharma AG
	 
	 	26.	 	Non-Exclusive License Agreement between Alnylam Pharmaceuticals Inc., and Ambion,
Inc.
	 
	 	27.	 	Non-Exclusive License Agreement between Alnylam Pharmaceuticals Inc., and Bioneer
Corporation
	 
	 	28.	 	Commercial Research License Agreement between Bristol-Myers Squibb Company and
Alnylam Pharmaceuticals, Inc.
	 
	 	29.	 	Licence Agreement between Cancer Research Technology Limited and Alnylam
Pharmaceuticals, EVC
	 
	 	30.	 	License Agreement between Cold Spring Harbor Laboratory and Alnylam Pharmaceuticals,
Inc.





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 






	 	31.	 	Non-Exclusive License Agreement between Alnylam Pharmaceuticals Inc., and Eurogentec
SA
	 
	 	32.	 	Non-Exclusive License Agreement between Alnylam Pharmaceuticals, Inc. and MWG Biotech
AG
	 
	 	33.	 	Non-Exclusive License Agreement between Alnylam Pharmaceuticals Inc., and Qiagen GmbH
	 
	 	34.	 	Non-Exclusive License Agreement between Alnylam Pharmaceuticals Inc. and Sigma-Alrich
Company
	 
	 	35.	 	Term Sheet for exclusive license under patents/applications, known how and
information on siRNAs specific for MLL-AF4 fusion gene provided to Alnylam
Pharmaceuticals, Inc. by University of Tuebingen
	 
	 	36.	 	License Agreement between Alnylam Pharmaceuticals and the University of Tubingen





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 










University Partnerships:





	 	1.	 	Mutual Confidentiality Agreement between Ribopharma AG and Prof. Dr. Gerhard Krauss
	 
	 	2.	 	Confidential Disclosure Agreement between Alnylam Europe AG and Molecular
Neurobiology Laboratory, Department of Neurology, University of Dusseldorf
	 
	 	3.	 	Mutual Confidentiality Agreement between Ribopharma AG and PD Dr. Christian Hugo
	 
	 	4.	 	Material Transfer Agreement between Ribopharma AG and Freistaat Bayern Represented,
by University of Erlangen in this case acting for Dr. med. Karin J. Metzner
	 
	 	5.	 	Material Transfer Agreement between Ribopharma AG and Freistaat Bayern Represented,
by University of Erlangen in this case acting for Dr. med. Karin J. Metzner
	 
	 	6.	 	Material Transfer Agreement between Ribopharma AG and Freistaat Bayern Represented by
Universitatsklinkum Erlangen Maximiliansplatz 2 in this case acting for PD Dr. med.
Christian Hugo
	 
	 	7.	 	Letter agreement between Dr. Karin Metzner and Alnylam Europe Re: Extension of
agreement term.
	 
	 	8.	 	Confidential Disclosure Agreement between Alnylam Europe AG and Prof. Dr. Klaus
Strebhardt
	 
	 	9.	 	UNI Frankfurt, Prof. Dr. Klaus Strebhardt Vereinbarung uber Geheimhaltung und
Materialtransfer
	 
	 	10.	 	Material Transfer Agreement between Tokyo Metropolitan Institute for Neuroscience and
Universitaet Heidelberg
	 
	 	11.	 	Material Transfer Agreement between Alnylam Europe AG and University Heidelberg,
Department for Molecular Virology
	 
	 	12.	 	Material Transfer Agreement between Alnylam Europe AG and Biozentrum der
Medizinischen Universitat Innsbruck, Sektion Neurobiochemie
	 
	 	13.	 	Material Transfer Agreement between Alnylam Europe AG and Medizinische Universitat
Innsbruck
	 
	 	14.	 	Material Transfer Agreement between Alnylam Europe AG and Biozentrum der
Medizinischen Universitat Innsbruck, Sektion Neurobiochemie





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 








	 	15.	 	Mutual Confidentiality Agreement between Ribopharma AG and University of Niiemegen
	 
	 	16.	 	Assignment between Klinikum der Universitaet Regensburg, Roland Kreutzer, Stefan
Limmer and Hans-Peter Vornlocher
	 
	 	17.	 	Mutual Confidentiality Agreement between Ribopharma AG and Dr. Gerhard Giegerich
	 
	 	18.	 	Confidential Disclosure Agreement between Ribopharma AG and Prof. Dr. Claudia Steinem
	 
	 	19.	 	Mutual Confidentiality Agreement between Ribopharma AG and Prof. Dr. H.-J. Thiesen
	 
	 	20.	 	Material Transfer Agreement between Alnylam Europe AG and University of Tuebingen
	 
	 	21.	 	Research Agreement between Ribopharma AG and Department of Clinical Pharmacology
University of Vienna
	 
	 	22.	 	Confidential Disclosure Agreement between Alnylam Europe AG and
Julius-Maximilians-Universitat Wurzburg
	 
	 	23.	 	Confidential Disclosure Agreement between Alnylam Europe AG and
Julius-Maximilians-Universitat Wurzburg
	 
	 	24.	 	Material Transfer Agreement between Alnylam Europe AG and Universitat Wurzburg
	 
	 	25.	 	Confidentiality Agreement between The University of Zurich and Ribopharma AG
	 
	 	26.	 	Material Transfer Agreement between Alnylam Europe AG and East Carolina University
	 
	 	27.	 	Material Transfer Agreement between Ribopharma AG and Department of Immunotechnology,
Lund University
	 
	 	28.	 	Confidentiality Agreement between Ribopharma AG and Leland Stanford Junior University
	 
	 	29.	 	Confidential Disclosure Agreement between Alnylam Europe AG and Dr. Chang-Zheng Chen
	 
	 	30.	 	Material Transfer Agreement between Ribopharma AG and Berlin represented by
Universitatsklinikum Charite in this case acting for PD Dr. med. Michael Hocker






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 










Contracts between Alnylam Europe AG and Alnylam Pharmaceuticals:





	 	1.	 	Amendment to Confidential Disclosure Agreement between Alnylam Pharmaceuticals, Inc.
and Ribopharma AG
	 
	 	2.	 	Amendment to Confidential Disclosure Agreement between Alnylam Pharmaceuticals, Inc.
and Ribopharma AG
	 
	 	3.	 	Confidential Disclosure Agreement between Alnylam and Ribopharma AG
	 
	 	4.	 	Confidential Disclosure Agreement between Alnylam Pharmaceuticals, Inc. and
Ribopharma AG
	 
	 	5.	 	Cover letters to the Confidential Disclosure Agreement between Alnylam
Pharmaceuticals, Inc. and Ribopharma AG
	 
	 	6.	 	Contract Research and Development Agreement between Alnylam Holding Company, Alnylam
Pharmaceuticals, Inc. and Ribopharma AG, as amended
	 
	 	7.	 	Mutual Agreement between Alnylam Pharmaceuticals, Inc., Alnylam Holding Co. and
Ribopharma AG





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 










Other Contracts:





	 	1.	 	Lease agreement between Hausgemeinschaft Knauer-Künzler and Alnylam AG (plus
amendment), dated February 09, 2007
	 
	 	2.	 	Service Agreement between Mr. Andreas Bossko and Alnylam Europe AG, dated October
26, 2005, as amended July 21, 2006.
	 
	 	3.	 	Participation in company pension scheme dated October 24, 2004 (Mr. Bossko)
	 
	 	4.	 	Service Agreement between Dr. Hans-Peter Vornlocher and Alnylam Europe AG, dated
October 26, 2005, as amended July 21, 2006.
	 
	 	5.	 	Managing Director’s Service Agreement by and between Ribopharma GmbH and Dr. Stefan
Limmer
	 
	 	6.	 	Dienstvertrag zwischen Dr. Roland Kreutzer and Alnylam Europe AG, dated October
26, 2005.
	 
	 	7.	 	Service Agreement dated July 2, 2007 between Roland Kreutzer and Alnylam Europe AG
	 
	 	8.	 	Service Agreement dated July 2, 2007 between Andreas Bossko and Alnylam Europe AG
	 
	 	9.	 	Service Agreement dated July 2, 2007 between Hans-Peter Vornlocher and Alnylam
Europe AG





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 











Intellectual Property




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	RIB 002.2

	 	Inhibition of
expression of human
MDR1 with dsRNA
	 	DE
	 	ORD
	 	DE 10158411
	 	29-Nov-2001
	 	Abandoned	 	 	 	 	 	 
	RIB 002.3

	 	METHOD FOR
INHIBITING THE
EXPRESSION OF A
TARGET GENE IN A
MAMMALIAN CELL IN
VIVO
	 	DE
	 	ORD
	 	DE 10160151
	 	07-Dez-2001
	 	Abandoned
	 	DE 10160151 A1
	 	 
	RIB 006.3

	 	Small Interfering
RNA Targeting Bcl-2
Sensitize Malignant
Melanoma
	 	US
	 	PRO
	 	60/505,189	 	23-Sep-2003
	 	Abandoned	 	 	 	 	 	 
	RIB 008.1

	 	Verfahren zur
Hemmung der
Replikation von
Viren (Method to
inhibit the
replication of
viruses)
	 	DE
	 	ORD
	 	DE 10150187
	 	12-Okt-2001
	 	Abandoned	 	 	 	 	 	 
	RIB 010.3

	 	Compositions and
methods for
treating pancreatic
cancer
	 	US
	 	ORD
	 	10/384,434	 	07-Mrz-2003
	 	Abandoned	 	 	 	 	 	 
	RIB 011.1

	 	Verwendung einer
doppelstr,,ngigen
RNA zur Behandlung
einer Infektion mit
einem (+)-Strang
Virus (Use of a
dsRNA for treating
an infection with a
(+)-strand
RNA-virus)
	 	DE
	 	ORD
	 	DE 10235621
	 	02-Aug-2002
	 	Abandoned	 	 	 	 	 	 
	RIB-001.1

	 	Drug that inhibits
the expression of a
given gene
	 	DE
	 	ORD
	 	DE 19903713
	 	30-Jan-1999
	 	Abandoned	 	 	 	 	 	 







					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	RIB-001.2

	 	Method and
medicament for
inhibiting the
expression of a
target gene
	 	DE
	 	ORD
	 	DE 19956568 A1
	 	24-Nov-1999
	 	Abandoned
	 	DE 199 56 568 A1
	 	17-Aug-2000
	RIB-001.3

	 	Method and
medicament for
	 	ES
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	inhibiting the
expression of a
target gene
	 	EP
	 	DIV
	 	05002454.6-2107	 	29-Jan-2000
	 	ExamReq
	 	EP 1550719
	 	06-Jul-2005
	 

	 	 	 	EP
	 	DIV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	EP
	 	PCT
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1144623
	 	 
	 

	 	 	 	DE
	 	EPP
	 	50000414.5-08	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	DE
	 	UTM
	 	20023125.1	 	30-Jan-1999
	 	RegUtilMode	 	 	 	 	 	 
	 

	 	 	 	DE
	 	EDV
	 	DE 10066235.8-41
	 	29-Jan-2000
	 	Pending	 	 	 	 	 	 
	 

	 	 	 	FR
	 	EPP
	 	EP00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	CH
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	NL
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	CA
	 	PCT
	 	2,359,180	 	29-Jan-2000
	 	Allowed	 	 	 	 	 	 
	 

	 	 	 	IE
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	GB
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	DE
	 	PCT
	 	10080167.6	 	29-Jan-2000
	 	Pending	 	 	 	 	 	 
	 

	 	 	 	GB
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	 

	 	 	 	IE
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	FR
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	JP
	 	PCT
	 	2000-596137	 	29-Jan-2000
	 	ExamReq
	 	JP 2003-502012
	 	21-Jan-2003
	 

	 	 	 	IT
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	SE
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	US
	 	ORD
	 	09/889,802	 	20-Jul-2001
	 	Abandoned	 	 	 	 	 	 
	 

	 	 	 	US
	 	RCE
	 	10/382,395	 	06-Mrz-2003
	 	Published
	 	US-2004-0072779-A1
	 	15-Apr-2004
	 

	 	 	 	US
	 	RCE
	 	10/383,099	 	06-Mrz-2003
	 	Published
	 	US-2004-0102408-A1
	 	27-Mai-2004
	 

	 	 	 	US
	 	DIV
	 	10/382,768	 	06-Mrz-2003
	 	Published
	 	US-2004-0053875-A1
	 	18-Mrz-2004
	 

	 	 	 	US
	 	RCE
	 	10/612,179	 	02-Jul-2003
	 	Published
	 	US-2005-0100907-A1
	 	12-Mai-2005
	 

	 	 	 	WO
	 	ORD
	 	PCT/DE00/00244
	 	29-Jan-2000
	 	CompletedNt
	 	WO 00/44895
	 	03-Aug-2000
	 

	 	 	 	ZA
	 	PCT
	 	ZA 20015909
	 	29-Jan-2000
	 	Granted	 	 	 	 	 	 
	 

	 	 	 	IN
	 	PCT
	 	IN/PCT/2001/00823/MU
	 	29-Jan-2000
	 	Abandoned	 	 	 	 	 	 
	 

	 	 	 	DE
	 	EDV
	 	10066344.3	 	 	 	ExamReq	 	 	 	 	 	 
	 

	 	 	 	LI
	 	EPP
	 	200910510	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	LU
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	FI
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	JP
	 	DIV
	 	2006-248529	 	13-Sep-2006
	 	ExamReq	 	 	 	 	 	 





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	 

	 	 	 	JP
	 	DIV
	 	2006-248528	 	13-Sep-2006
	 	ExamReq	 	 	 	 	 	 
	 

	 	 	 	AT
	 	EPP
	 	E222.953	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	EP
	 	DIV
	 	06025389.5	 	29-Jan-2000
	 	Published
	 	1798285	 	20-Jun-2007
	 

	 	 	 	DE
	 	EDV
	 	10066382.6	 	29-Jan-2000
	 	Pending	 	 	 	 	 	 
	 

	 	 	 	AU
	 	PCT
	 	AU 2000032713
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	 

	 	 	 	AU
	 	DIV
	 	2005201044	 	 	 	Pending	 	 	 	 	 	 
	 

	 	 	 	BE
	 	EPP
	 	EP 00910510
	 	29-Jan-2000
	 	GrantedInOp	 	 	 	 	 	 
	RIB-001.3

	 	Method and
medicament for
	 	DE
	 	EDV
	 	50010528.6-08	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	inhibiting the
expression of a
target gene
	 	NL
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	DK
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	CH
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	CY
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	IT
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	AT
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	SE
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	BE
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	PT
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	GR
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	08-Jun-2005





 
					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	 

	 	 	 	ES
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	LU
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	LI
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	 

	 	 	 	MC
	 	EDV
	 	EP 02003683
	 	29-Jan-2000
	 	GrantedInOp
	 	EP 1214945
	 	19-Jun-2002
	RIB-002.1

	 	INHIBITING GENE
EXPRESSION IN
CELLS, USEFUL FOR
e.g., TREATING
TUMORS, BY
INTRODUCING
DOUBLE-STRANDED
COMPLEMENTARY
OLIGORNA HAVING
UNPAIRED TERMINAL
BASES
	 	DE
	 	ORD
	 	10100586.5-09	 	09-Jan-2001
	 	Granted	 	 	 	 	 	 
	RIB-002.4

	 	COMPOSITIONS AND
METHODS FOR
	 	US
	 	CIP
	 	10/384,339	 	07-Mrz-2003
	 	Pending	 	 	 	 	 	 
	 

	 	INHIBITING
	 	JP
	 	PCT
	 	JP 2002-556740
	 	09-Jan-2002
	 	Published
	 	2004-519458	 	02-Jul-2004
	 

	 	EXPRESSION OF A
TARGET GENE
	 	SE
	 	EPC
	 	EP 02710786
	 	09-Jan-2002
	 	Abandoned
	 	EP 1352061
	 	15-Okt-2003
	 

	 	 	 	WO
	 	ORD
	 	PCT/EP02/00152
	 	09-Jan-2002
	 	CompletedNt
	 	WO 02/055693 A2
	 	18-Jul-2002
	 

	 	 	 	NL
	 	EPC
	 	EP 02710786.1
	 	09-Jan-2002
	 	Abandoned
	 	EP 1352061
	 	15-Okt-2003
	 

	 	 	 	IT
	 	EPC
	 	EP 02710786
	 	09-Jan-2002
	 	Abandoned
	 	EP 1352061
	 	15-Okt-2003
	 

	 	 	 	EP
	 	PCT
	 	02710786.1	 	09-Jan-2002
	 	GrantedInOp
	 	EP 1352061
	 	15-Okt-2003
	 

	 	 	 	GB
	 	EPP
	 	EP 02710786
	 	09-Jan-2002
	 	GrantedInOp
	 	EP 1352061
	 	15-Okt-2003
	 

	 	 	 	FR
	 	EPC
	 	EP 02710786
	 	09-Jan-2002
	 	Abandoned
	 	EP 1352061
	 	15-Okt-2003






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	RIB-002.4

	 	COMPOSITIONS AND

METHODS FOR

INHIBITING A

EXPRESSION OF

TARGET GENE
	 	ZA
	 	PCT
	 	ZA 2003004127
	 	09-Jan-2002
	 	Abandoned	 	 	 	 
	 

	 	 	 	DK
	 	EPC
	 	EP 02710786
	 	09-Jan-2002
	 	Abandoned
	 	EP 1352061
	 	15-Okt-2003
	 

	 	 	 	CN
	 	ORD
	 	CN 2002803557.7
	 	09-Jan-2002
	 	Abandoned	 	 	 	 
	 

	 	 	 	CA
	 	PCT
	 	CA 2,432,350
	 	09-Jan-2002
	 	Abandoned	 	 	 	 
	 

	 	 	 	IN
	 	ORD
	 	IN537/MUNMP/2003
	 	09-Jan-2002
	 	Abandoned	 	 	 	 
	 

	 	 	 	BE
	 	EPC
	 	EP 02710786
	 	09-Jan-2002
	 	Abandoned
	 	EP 1352061	 	 
	 

	 	 	 	CH
	 	EPP
	 	 	02710786.1	 	 	09-Jan-2002
	 	GrantedInOp	 	 	 	 
	 

	 	 	 	IE
	 	EPP
	 	 	02710786.1	 	 	01-Jan-2002
	 	GrantedInOp	 	 	 	 
	 

	 	 	 	DE
	 	EPP
	 	 	50206993.7-08	 	 	09-Jan-2002
	 	GrantedInOp
	 	EP 1352061
	 	15-Okt-2003
	 

	 	 	 	AT
	 	EPP
	 	 	02710786.1	 	 	09-Jan-2002
	 	GrantedInOp	 	 	 	 
	 

	 	 	 	AU
	 	PCT
	 	 	2002229701	 	 	09-Jan-2002
	 	Granted	 	 	 	 
	RIB-003.1

	 	METHOD TO INHIBIT

THE EXPRESSION OF A

TARGET GENE
	 	DE
	 	ORD
	 	DE 10100587
	 	09-Jan-2001
	 	Abandoned
	 	DE 10100587 C1
	 	21-Nov-2002
	RIB-004.1

	 	Verfahren zur
Hemmung der
Expression eines
Zielgens (Method to
inhibit the
expression of a
target gene)
	 	DE
	 	ORD
	 	DE 10100588
	 	09-Jan-2001
	 	Abandoned
	 	DE 10100588 A1
	 	18-Jul-2002
	RIB-006.1

	 	METHOD FOR

INHIBITING THE
	 	IN
	 	PCT
	 	IN540/MUNMP/2003
	 	09-Jan-2002
	 	Transferred to
inventors	 	 	 	 






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	 

	 	EXPRESSION OF A

TARGET GENE AND

MEDICAMENT FOR

TREATING A TUMOR


	 	SE

NL
	 	EPC

EPC
	 	EP 02702247
EP 02702247
	 	09-Jan-2002

09-Jan-2002
	 	Published

Published
	 	EP 1349927
EP 1349927
	 	18-Jul-2002

18-Jul-2002
	

	 	DISEASE	 	JP
	 	PCT
	 	JP 2002-556739
	 	09-Jan-2002
	 	Transferred to
inventor
	 	 	2004-519457	 	 	02-Jul-2004
	 

	 	 	 	ZA
	 	PCT
	 	ZA 2003004500
	 	09-Jan-2002
	 	Transferred to
inventors	 	 	 	 	 	 
	 

	 	 	 	IT
	 	EPC
	 	EP 02702247
	 	09-Jan-2002
	 	Published
	 	EP 1349927
	 	18-Jul-2002
	 

	 	 	 	EP
	 	PCT
	 	 	02702247.4-2405/1349	 	 	09-Jan-2002
	 	Published
	 	EP1349927
	 	18-Jul-2002
	 

	 	 	 	FR
	 	EPC
	 	EP 02702247
	 	09-Jan-2002
	 	Published
	 	EP 1349927
	 	18-Jul-2002
	 

	 	 	 	ES
	 	EPC
	 	 	02702247	 	 	09-Jan-2002
	 	Published
	 	 	02702247	 	 	01-Mai-2004
	RIB-006.1

	 	METHOD FOR

INHIBITING THE

	 	WO
	 	ORD
	 	PCT/EP02/00151
	 	09-Jan-2002
	 	CompletedNt
	 	WO 02/055692A2
	 	18-Jul-2002
	 

	 	EXPRESSION OF A

TARGET GENE AND

	 	AU
	 	PCT
	 	AU 2002235826
	 	09-Jan-2002
	 	Transferred to
inventors	 	 	 	 	 	 
	 

	 	MEDICAMENT FOR

TREATING A TUMOR
	 	BE
	 	EPC
	 	EP 02702247
	 	09-Jan-2002
	 	Published
	 	EP1349927
	 	18-Jul-2002
	 

	 	DISEASE	 	CA
	 	PCT
	 	 	2,432,341	 	 	09-Jan-2002
	 	Transferred to
inventors	 	 	 	 	 	 
	 

	 	 	 	CN
	 	PCT
	 	CN 200280355.0
	 	09-Jan-2002
	 	Transferred to
inventors
	 	 	1650010	 	 	03-Aug-2005
	 

	 	 	 	DK
	 	EPC
	 	EP 02702247
	 	09-Jan-2002
	 	Published
	 	EP 1349927
	 	18-Jul-2002
	RIB-006.2

	 	COMPOSITIONS AND

METHODS FOR

INHIBITING

EXPRESSION OF

ANTI-APOPTOTIC

GENES
	 	US
	 	ORD
	 	 	10/384,260	 	 	07-Mrz-2003
	 	Published
	 	US2004/0001811 A1
	 	01-Jan-2004






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	RIB-007.1

	 	METHOD FOR

INHIBITING THE

EXPRESSION OF A

TARGET GENE
	 	DE
	 	ORD
	 	DE 10155280
	 	26-Okt-2001
	 	Abandoned	 	 	 	 
	RIB-007.2

	 	Drug for inhibiting
the expression of a
target gene
	 	WO
	 	ORD
	 	PCT/EP02/11971
	 	25-Okt-2002
	 	Abandoned
	 	WO 03/035082 A1
	 	01-Mai-2003
	 

	 	 	 	US
	 	ORD
	 	10/382,634
	 	07-Mrz-2003
	 	Abandoned
	 	US-2004-0038921-A1
	 	26-Feb-2004
	RIB-008.2

	 	METHOD FOR

INHIBITING THE

REPLICATION OF

VIRUSES
	 	DE
	 	ORD
	 	DE 10163098
	 	20-Dez-2001
	 	Granted
	 	DE 10163098 A1
	 	02-Jun-2005
	RIB-008.3

	 	METHOD TO INHIBIT

THE REPLICATION OF

VIRUSES
	 	US

WO
	 	CIP

ORD
	 	10/384,512

PCT/EP02/11432
	 	07-Mrz-2003

11-Okt-2002
	 	Published

Abandoned
	 	US-2004-0091457-A1

WO 03/033700 A1
	 	13-Mai-2004

24-Apr-2003
	RIB-009.1

	 	Medicament that
increases the
effectiveness of a
drug that induces
receptor-mediated
apoptosis in tumor
cells
	 	DE
	 	ORD
	 	DE 10230997
	 	09-Jul-2002
	 	Abandoned
	 	DE 10230997 A1	 	 
	RIB-009.2

	 	MEDICAMENT THAT

INCREASES THE

EFFECTIVENESS OF

A DRUG THAT INDUCES

	 	US
	 	CIP
	 	10/666,458
	 	19-Sep-2003
	 	Abandoned
	 	US-2004-0126791-A1
	 	01-Jul-2004
	 

	 	RECEPTOR-MEDIATED

APOPTOSIS IN TUMOR

CELLS
	 	WO
	 	ORD
	 	PCT/EP02/11968
	 	25-Okt-2002
	 	Abandoned
	 	WO 03/035868 A1
	 	01-Mrz-2003
	RIB-010.1

	 	DRUG FOR TREATING A

CARCINOMA OF THE


	 	WO
	 	ORD
	 	PCT/EP02/11970
	 	25-Okt-2002
	 	Transferred to
inventors
	 	WO 03/035870 A1
	 	01-Mai-2003
	 

	 	PANCREAS	 	DE
	 	ORD
	 	DE 10230996
	 	09-Jul-2002
	 	Transferred to
inventors
	 	DE 10230996 A1	 	 






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	RIB-011.2

	 	USE OF DOUBLE

STRAND RIBONUCLEIC

ACID FOR TREATING

	 	EP
	 	PCT
	 	EP 02785313
	 	25-Okt-2002
	 	Abandoned
	 	EP1438409
	 	01-Mai-2003
	 

	 	AN INFECTION WITH A

POSTIVE-STRAND

RNA-VIRUS
	 	WO
	 	ORD
	 	PCT/EP02/11973
	 	25-Okt-2002
	 	Converted
	 	WO 03/035876 A1
	 	01-Mai-2003
	RIB-012.1

	 	Use of a dsRNA for
specifically
inhibiting the
expression of a
given target gene
	 	DE
	 	ORD
	 	DE 10235620
	 	02-Aug-2002
	 	Abandoned	 	 	 	 
	RIB-012.2

	 	USE OF A

DOUBLE-STRANDED

RIBONUCLEIC ACID

	 	EP
	 	PCT
	 	EP 02779511
	 	25-Okt-2002
	 	Published
	 	EP1438405
	 	21-Jul-2004
	 

	 	FOR SPECIFICALLY

INHIBITING THE

EXPRESSION OF A

GIVEN TARGET GENE
	 	WO
	 	ORD
	 	PCT/EP02/11969
	 	25-Okt-2002
	 	CompletedNt
	 	WO 03/035869 A1
	 	01-Mai-2003
	RIB-012.3

	 	COMPOSITIONS AND

METHODS FOR

INHIBITING THE

EXPRESSION OF A

MUTANT GENE
	 	US
	 	RCE
	 	10/384,463
	 	07-Mrz-2003
	 	Published
	 	US-2005-0074757-A1
	 	07-Apr-2005
	RIB-013.1

	 	DRUG FOR TREATING A

FIBROTIC DISEASE

	 	EP
	 	PCT
	 	EP 02801917
	 	25-Okt-2002
	 	Transferred to
inventors
	 	EP1438056A0	 	 
	 

	 	THROUGH RNA

INTERFERENCE
	 	WO
	 	ORD
	 	PCT/EP02/11972
	 	25-Okt-2002
	 	Transferred to
inventors
	 	WO 03/035083 A1
	 	01-Mai-2003
	 

	 	 	 	US
	 	ORD
	 	10/493,686
	 	24-Mai-2004
	 	Transferred to
inventors	 	 	 	 
	RIB-014.1

	 	SMAD7 INHIBITORS

FOR THE TREATMENT

OF CNS DISEASES
	 	WO
	 	ORD
	 	PCT/EP02/12221
	 	31-Okt-2002
	 	Expired
	 	WO 03/037368 A2
	 	08-Mai-2003






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	RIB-015.1

	 	METHOD FOR

INHIBITING THE

EXPRESSION OF A

TARGET GENE CREATED

BY CHROMOSOMAL

ABERRATION
	 	DE
	 	ORD
	 	DE 10202419
	 	22-Jan-2002
	 	Abandoned
	 	DE 10202419 A1
	 	 
	RIB-015.2

	 	DOUBLE-STRANDED RNA

(dsRNA) AND METHOD

FOR USE FOR

	 	WO
	 	ORD
	 	PCT/EP03/00608
	 	22-Jan-2003
	 	Abandoned
	 	WO 03/062423 A2
	 	31-Jul-2003
	 

	 	INHIBITING

EXPRESSION OF A

FUSION GENE
	 	US
	 	DIV
	 	 	11/656,349	 	 	22-Jan-2007
	 	Pending	 	 	 	 	 	 
	 

	 	 	 	US
	 	ORD
	 	 	10/349,320	 	 	22-Jan-2003
	 	Issued
	 	US 2003/0190654 A1
	 	09-Okt-2003
	RIB-015.3

	 	METHOD FOR

INCREASING THE

EFFICIENCY OF AN

INHIBITOR OF

TYROSINE KINASE

ACTIVITY
	 	WO
	 	ORD
	 	PCT/EP03/00604
	 	22-Jan-2003
	 	Expired
	 	WO 03/062432 A1
	 	31-Jul-2003
	RIB-016.1

	 	DOUBLE-STRANDED

RIBONUCLEIC ACID

WITH IMPROVED

ACTIVITY
	 	DE
	 	ORD
	 	 	10302421.2-41	 	 	21-Jan-2003
	 	Published
	 	 	1587926	 	 	26-Okt-2005
	RIB-016.2

	 	LIPOPHILIC

DERIVATIVES OF

	 	CA
	 	PCT
	 	 	2,513,809	 	 	21-Jan-2004
	 	ExamReq	 	 	 	 	 	 
	 

	 	DOUBLE-STRANDED
	 	EP
	 	DIV
	 	Not Yet Assigned
	 	 	 	Pending	 	 	 	 	 	 
	 

	 	RIBONUCLEIC ACID	 	US
	 	PCT
	 	 	10/543,048	 	 	21-Jul-2005
	 	Published
	 	US-2006-0178324-A1
	 	10-Aug-2006
	 

	 	 	 	EP
	 	PCT
	 	 	04704041.5-1521	 	 	21-Jan-2004
	 	Granted
	 	 	1587926	 	 	26-Okt-2005
	 

	 	 	 	AU
	 	PCT
	 	 	2004206255	 	 	24-Jan-2004
	 	Pending	 	 	 	 	 	 
	 

	 	 	 	WO
	 	ORD
	 	PCT/US2004/001461
	 	21-Jan-2004
	 	CompletedNt
	 	WO 2004/06501 A2
	 	05-Aug-2004






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	RIB-017.1

	 	SiRNA WITH

INCREASED
	 	US
	 	PRO
	 	 	60/479,354	 	 	18-Jun-2003
	 	Converted	 	 	 	 	 	 
	 

	 	STABILITY
IN SERUM	 	EP
	 	PCT
	 	EP 03013296.3-1521
	 	13-Jun-2003
	 	Abandoned	 	 	 	 	 	 
	RIB-017.2

	 	DOUBLE-STRANDED

RIBONUCLEIC ACID

WITH INCREASED

EFFECTIVENESS IN AN

ORGANISM (II)
	 	EP
	 	PCT
	 	EP 04002374
	 	03-Feb-2004
	 	Abandoned	 	 	 	 	 	 
	ALE-017

	 	DOUBLE-STRANDED

RIBONUCLEIC ACID

	 	AU
	 	PCT
	 	 	2004263830	 	 	14-Jun-2004
	 	ExamReq	 	 	 	 	 	 
	 

	 	WITH INCREASED

EFFECTIVENESS 	 	EP
	 	PCT
	 	 	04776539.1	 	 	14-Jun-2004
	 	Published
	 	 	1633770	 	 	15-Mrz-2006
	 

	 	IN AN


	 	GB
	 	PCT
	 	 	0525640.9	 	 	14-Jun-2004
	 	Published
	 	GB2417727
	 	08-Mrz-2006
	 

	 	ORGANISM	 	WO
	 	ORD
	 	PCT/US2004/018848
	 	14-Jun-2004
	 	CompletedNt
	 	WO 2005/014782 A3
	 	09-Sep-2005
	 

	 	 	 	EP
	 	PCT
	 	EP 04028066
	 	25-Nov-2004
	 	Abandoned	 	 	 	 	 	 
	 

	 	 	 	US
	 	PRO
	 	 	60/630,878	 	 	24-Nov-2004
	 	Converted	 	 	 	 	 	 
	 

	 	 	 	US
	 	PRO
	 	 	60/632,403	 	 	01-Dez-2004
	 	Converted	 	 	 	 	 	 
	ALE-018

	 	RNAi MODULATION OF

THE BCR-ABL FUSION

GENE AND USES

THEREOF
	 	US
	 	PRO
	 	 	60/630,878	 	 	24-Nov-2004
	 	Converted	 	 	 	 	 	 
	 

	 	 	 	US
	 	PRO
	 	 	60/632,403	 	 	01-Dez-2004
	 	Converted	 	 	 	 	 	 
	ALE-027

	 	COMPLEX FOR

TRANSFERRING AN
	 	US
	 	PRO
	 	 	60/898,435	 	 	30-Jan-2007
	 	Pending	 	 	 	 	 	 






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CaseNumber	 	InvTitle	 	Country	 	CaseType	 	AppNumber	 	FilDate	 	ApplicationStatus	 	PubNumber	 	PubDate
	 

	 	ANIONIC SUBSTANCE

INTO A CELL
	 	US
	 	PRO
	 	60/846,193
	 	21-Sep-2006
	 	Pending	 	 	 	 
	ALE-028

	 	RNAi MODULATION OF

SCAP AND

THERAPEUTIC USES

THEREOF
	 	US
	 	PRO
	 	60/845,289
	 	18-Sep-2006
	 	Pending	 	 	 	 
	ALE-029

	 	GLYCOCONJUGATES OF

RNA INTERFERENCE

AGENTS
	 	US
	 	PRO
	 	60/925,880
	 	23-Apr-2007
	 	Pending	 	 	 	 
	ALNE-034

	 	COMPOSITIONS AND

METHODS FOR

INHIBITING

EXPRESSION OF THE

MYC GENE
	 	US
	 	PRO
	 	60/830,046
	 	10-Jul-2006
	 	Pending	 	 	 	 
	ALNE-035

	 	 	 	US
	 	PRO
	 	60/870,253
	 	15-Dez-2006
	 	Pending	 	 	 	 
	 

	 	 	 	US
	 	PRO
	 	60/846,266
	 	21-Sep-2006
	 	Pending	 	 	 	 
	ALNE-036

	 	COMPOSITIONS AND

METHODS FOR

INHIBITING

EXPRESSION OF A

GENE FROM THE EBOLA
	 	US
	 	PRO
	 	60/908,793
	 	29-Mrz-2007
	 	Pending	 	 	 	 






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





Fixed Assets:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory	 	 	 	Purchase	 	 	 	Initial	 	Book value
	no.	 	Item	 	date	 	Depreciation	 	value €	 	€
	310352

	 	HP Notebook Johann

Wirsing
	 	12/21/06
	 	3 years
	 	1,628.-
	 	 	1.354.75	 






	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





Other Assets





	 	1.	 	All laboratory journals.
	 
	 	2.	 	All data in the possession of Alnylam Europe specifically related to the development of
targets (whether of Alnylam or a partner), including data contained in e-mail, documents,
and in bioinformatics databases. For purposes of clarity, Newco shall have access to
databases which include information related to structure, design and function of siRNAs
which is not target specific after such target-specific information has been removed from
such databases.





	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007






 









 





Schedule B




FIXED ASSETS

[INSERT FIXED ASSETS SCHEDULE]




	 	 	 	 	 
	 
	 	 	 	 
	wfp Waldmann Faesch & Partner

	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 










 





Schedule C




[RESERVED]




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






Schedule D




RNAiContract Schedule (Alnylam Europe Spin-off)




	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Vertraulichkeitserkläru 

ng 3i Deutschland GmbH

	 	3i Deutschland GmBH, CDA 020325.pdf
	 	March 25, 2002
	 	NDA imposing

confidential

obligations on a

potential investor
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Abbott Bioresearch
Center, Inc.

	 	Abbot Bioresearch Center, mCDA 011203.pdf
	 	December 3, 2001
	 	Standard
confidentiality
agreement.
	Confidential 

Disclosure Agreement

	 	Agilent Technologies mCDA 040301.pdf
	 	March 1, 2004
	 	Standard

confidentiality

agreement
	Confidentiality
Agreement between
Amersham Biosciences
AB and Ribopharma AG

	 	Amersham Biosciences AB, mCDA 030319.pdf
	 	January 26, 2003
	 	Standard
confidentiality
agreement.
	Mutual Agreement of
Confidentiality
between Ribopharma AG
and Amgen Inc.

	 	Amgen, Inc mCDA 030711.pdf
	 	July 11, 2003
	 	Standard
confidentiality
agreement.
	Vertraulichkeitsvereinb 

arung zwischen 

Ribopahram AG und Apax 

Partners 

Beteiligungsberatung 

GmbH

	 	Apax Partners
Vertraulichkeitsvereinbarung 011105.pdf
	 	November 09, 2001
	 	NDA issued by Apax;
Apax will treat all
information
received by
Ribopharma as
confidential
	Evaluation Agreement
between Apoxis SA and
Ribopharma AG

	 	Apoxis, SA, mMTA + mCDA 020826 +
020810.pdf
	 	May 22, 2003
	 	Agreement relating
to the evaluation
of Ribopharma’s
siRNA technology
and Apoxis’
proprietary
molecular target
FLIP.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Apoxis SA

	 	Apoxis, SA, mMTA + mCDA 020826 +
020810.pdf
	 	August 10, 2002
	 	Standard
confidentiality
agreement.
	Material Transfer
Agreement between
Apoxis SA and
Ribopharma AG

	 	Apoxis, SA, mMTA + mCDA 020826 +
020810.pdf
	 	September 5, 2002
	 	License to use
technology.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Artemis
Pharmaceuticals GMBH

	 	Artemis Pharmaceuticals, mCDA 021202.pdf
	 	December 2, 2002
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Secrecy Agreement
between Astrazeneca UK
Limited and Ribopharma
AG

	 	Astrazeneca Secrecy Agreement 020210.pdf
	 	February 10, 2002
	 	Standard
confidentiality
agreement.
	Vertraulichkeitserkläru 

ng Atlas Venture GmbH

	 	Atlas Venture GmbH
Vertraulichkeitserkl,,rung 020306.pdf
	 	March 06, 2002
	 	Atlas confirms
confidential
treatment of
Ribopharma
information
	Vertrag zur 

Verpflichtung auf die 

Geheimhaltung und das 

Datengeheimnis 

zwischen Aurigon Life 

Science GmbH und 

Ribopharma AG

	 	Aurigon Life Science GmbH Vertrag zur
Geheimhaltung April oder Mai 2002.pdf
	 	Not dated
	 	Mutual standard NDA
	Secrecy Agreement
between Bayer
Technology Services
GmbH and Alnylam
Europe AG

	 	Bayer Technology Services mCDA 050420.pdf
	 	May 2, 2005
	 	Standard
confidentiality
agreement.
	Vertraulichkeitsvereina 

brung 

zwischenRibopharma AG 

und BayTech Venture 

Capital Beratungs GmbH

	 	BayTech Venture Capital
Vertraulichkeitsvereinbarung 020327.pdf
	 	March 27, 2002
	 	NDA with

confidentiality

obligations on

BayTech (potential

investor)
	Vertrauluichkeitsverein 

barung zwischen 

BioAgency 

Aktienegsellschaft und 

Ribopharma AG

	 	BioAgencys AG
Vertraulichkeitsvereinbarung 020325.pdf
	 	March 20/29, 2002
	 	NDA with potential

investor

confidentiality

obligation for

BioAgency
	Vertraulichkeitserkläru 

ng zwischen Ribopharma 

AG und BioConnect AG

	 	Bio Connect AG Vertraulichkeitserkl,,rung
011102.pdf
	 	October 29/November
02, 2001
	 	Standard mutual NDA
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Bio-Rad

	 	Bio-Rad laboratories, California CDA
060628.pdf
	 	June 28, 2006
	 	Standard

Confidentiality

Agreement
	Letter Agreement,
Confidentiality
Agreement between
Ribopharma AG and
Biogeny plc

	 	Biogeny plc, CDA 020913.pdf
	 	September 13, 2002
	 	Standard

Confidentiality

Agreement
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Bioneer
Corporation

	 	Bioneer Corporation, Korea CDA 060227.pdf
	 	February 27, 2006
	 	Standard
confidentiality
agreement.
	Vertraulichkeitsvereinb
arung zwischen
Ribopharma AG und Dr.
Fred Schaebsdau (The
BioScienece Ventures
Group AG)

	 	BioScience Ventures Group AG
Vertraulichkeitsvereinbarung 020704.pdf
	 	July 04, 2002
	 	NDA with potential
investor;
confidentiality
obligations on
BioScience






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Mutual Confidentiality
Agreement between
Boehringer Ingelheim
and Ribopharma

	 	Boehringer Ingelheim Austria GmbH mCDA
011207.pdf
	 	December 7, 2001
	 	Standard
confidentiality
agreement.
	Confidentiality
Agreement between
Breslin Biotech AG and
Ribopharma AG

	 	Breslin Biotech AG, CDA 020423.pdf
	 	April 11, 2002
	 	Standard
confidentiality
agreement.
	Confidential
Information Agreement
between Ribopharma AG
and Burrill & Company,
LLC

	 	Burrill + Co, LLC CA 02826.pdf
	 	August 26, 2002
	 	Standard
confidentiality
agreement.
	Study Protocol 

Amendment 2

	 	Charles River Laboratories Study RC3 No
1100_1 050711.pdf
	 	July 11, 2005
	 	Modification of
preparation of
brain tissue for
study number: RC3
No1100/1
	Study Request Order

	 	Charles River Laboratories Study RC3 No
1174_1 051124.pdf
	 	November 24, 2005
	 	Order for study

number: RC3

No1174/1
	Study Request Order

	 	Charles River Laboratories Study RC3 No
1264_1 060406.pdf
	 	April 6, 2006
	 	Order for Study

number: RC3

No1264/1
	Study Protocol

	 	Charles River Laboratories Study RC3 No
1070_1 050420.pdf
	 	April 20, 2005
	 	Protocol for study

number: RC3 No

1070/1
	Study Protocol Order

	 	Charles River Laboratories Study RC3 No
1130 051005.pdf
	 	October 5, 2005
	 	Protocol for study

number RC3No1130
	Study Request Order

	 	Charles River Laboratories Study RC3 No
1348_1 061222.pdf
	 	September 22, 2006
	 	Order for study

number: RC3

No1348/1
	Material Transfer
Agreement between
Alnylam Europe AG and
The Cleveland Clinic
Foundation

	 	Cleveland Clinic Foundation MTA 050701.pdf
	 	July 1, 2005
	 	Transfer of
material for
research on RNA
interference and
dsRNA stress
response pathways
	Bilateral Material
Transfer and
Evaluation Agreement
between Ribopharma AG
and Coley
Pharmaceutical Group

	 	Coley Pharmaceutical GmbH Bilateral
Material Transfer and Evaluation
Agreement 021201.pdf
	 	December 1, 2002
	 	Transfer of
materials relating
to immunomodulatory
molecules and RNAi
molecules.
	Confidentiality
Agreement between
Coley Pharmaceutical
Group and Ribopharma
AG

	 	Coley Pharmaceutical GmbH Confidentiality
Agreement 020916.pdf
	 	Septemebr 16, 2002
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Material Transfer
Agreement between
Ribopharma AG and The
Trustees of Columbia
University in the City
of New York acting on
behalf of Prof. Cy A.
Stein, M.D., Ph.D.

	 	Columbia University, Stein CDA 020826.pdf
	 	October 17, 2002
	 	Transfer of human
bc!-2 specific
SIRPLEX.
	Letter from Hans-Peter
Vornlocher to Derek M.
Kelaita regarding
SIRPLEX protocol

	 	Corvas USA, 020201.pdf
	 	February 1, 2002
	 	Protocol for

experiments

regarding SIRPLEX
	Material Transfer
Agreement between
Ribopharma AG and
Corvas International
Inc.

	 	Corvas USA, mCDA and MTA 020108.pdf

	 	January 10, 2002

	 	Transfer of SIRPLEX
CI 1-n

	
Mutual Confidentiality
Agreement


	 	
Corvas USA, mCDA and MTA 020108.pdf
	 	
January 8, 2002
	 	Standard
confidentiality
agreement.
	Confidential Disclosure Agreement
between Alnylam Europe
AG and Deutsches
Herzzentrum Munchen
des Freistaates Bayern

	 	Deutsches Herzzentrum Munchen CDA
050330.pdf
	 	March 30, 2005
	 	Standard
confidentiality
agreement.
	Mutual
Confidentiality/Non-Dis
closure Agreement
between Stephen A.
Scaringe for Dharmacon
Research, Inc. and Dr.
Ulrich Bodner for
RiboPharma AG.

	 	Dharmacon RNA Technologies mCDA 010823.pdf
	 	August 23, 2001	 	 
	Vereinbarung über 

Geheimhaltung und 

Datentransfer zwischen 

Deutsches 

Krebsforschungszentrum 

und Ribopharma AG

	 	DKFZ Vereinbarung uber Geheimhaltung
under Materialtransfer 011217.pdf
	 	December 12/17, 2001
	 	Material transfer +

non-disclosure

agreement regarding

HPV
	Non Disclosure 

Agreement for 

Ribopharma AG by 

Earlybird Venture 

Capital

	 	Earlybird Venture Capital CDA 020205.pdf
	 	September 2002
	 	Standard
confidentiality
agreement.
	Evaluation Agreement
between Alnylam Europe
AG and egene, Inc.

	 	eGene USA, Evaluation Agreement Dr. Lee
050818.pdf
	 	August 18, 2005
	 	Agreement for
evaluating the
analysis of the
Alnylam siRNA
constructs.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Confidential
Disclosure Agreement
between Ribopharma AG
and Epoch Biosciences
Inc.

	 	Epoch CDA 040203 FAX.pdf
	 	February 3, 2004
	 	Standard
confidentiality
agreement.
	Vertraulichkeitserkläru 

ng zwischen Ribopharma 

AG und equinet 

Corporate Finance AG

	 	Equinet Corporate Finance AG
Vertraulichkeitserkl,,rung 010925.pdf
	 	September 24/25,
2001
	 	Standard mutual NDA

with potential

investor
	Confidential
Disclosure Agreement
between Ribopharma AG
and Eurogentec S.A.

	 	Eurogentec, S.A. CDA 031013.pdf
	 	October 13, 2003
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma and
Eurogentec

	 	Eurogentec, S.A. mCDA 020429.pdf
	 	April 29, 2002
	 	Standard
confidentiality
agreement.
	Vereinbarung über den 

Austausch nicht 

offengelegter 

anhängiger 

Patentanmeldungen und 

deren Geheimhaltung 

zwischen Garching 

Innovation GmbH und 

Ribopharma AG

	 	Garching Innovation GmbH, Munchen
Confidential disclosure agreement re
unpublished patent applications
020605.pdf
	 	May 29/June 5, 2002
	 	Mutual NDA
regarding Tuschl –
patents and
Ribopharma RNAi –
patents
	Material Transfer
Agreement between
Gen-Probe Incorporated
and Ribopharma AG

	 	Gen-Probe CDA 030320.pdf
	 	March 20, 2003
	 	Transfer agreement

for oligomers
	Confidential
Disclosure Agreement
between Ribopharma AG
and Gen-Probe
Incorporated

	 	Gen-Probe CDA 030401.pdf
	 	March 20, 2003
	 	Standard
confidentiality
agreement.
	Material Transfer
Agreement between
Gen-Probe Incorporated
and Ribopharma AG

	 	Gen-Probe CDA 030611.pdf
	 	June 11, 2003
	 	Transfer agreement
for reagents to
detect siRNA in
biological samples
	Non-Disclosure
Agreement by and
between Geneart GmbH
and Alnylam Europe AG

	 	GeneArt nCDA 051220.pdf
	 	December 19, 2005
	 	Standard
confidentiality
agreement.
	Secrecy Agreement
between Alnylam Europe
AG and Schering-Plough

	 	Gensilence France, CDA 041207.pdf
	 	December 7, 2004
	 	Standard
confidentiality
agreement.
	Nondisclosure
Agreement between
Gilde Investment
Management and
Ribopharma

	 	Gilde Investment Management, CDA
030313.pdf
	 	March 13, 2003
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Girindus AG

	 	Girindus AG, mCDA 020904.pdf
	 	September 4, 2002
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Confidential
Disclosure Agreement
between GPC Biotech AG
and Ribopharma AG

	 	GPC Biotech AG, CDA 030721.pdf
	 	July 8, 2003
	 	Standard
confidentiality
agreement.
	Vereinbarung über 

Geheimhaltung und 

Materialtransfer

	 	GSF, DR. Eick Vereinbarung uber
Geheimhaltung under Materialtransfer
020313.pdf
	 	March 09/14, 2002
	 	Material transfer
and non-disclosure
agreement
	Material Transfer
Agreement between
Alnylam Europe AG and
Goldyne Savad
Institute of Gene
Therapy

	 	Hadassah Hebrew University, Prof. E.
Galun, MTA 061101.pdf
	 	November 1, 2006
	 	Transfer agreement
for specific and
mismatched modified
single-stranded
antagomirs
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and PD Dr. Josef
Rosenecker at the Dr.
von Haunersches
Kinderspital

	 	Haunersches, Dr. von Kinderspital CA Dr.
J. Rosenecker 050820.pdf
	 	August 20, 2005
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Hayashi Kasei
co.

	 	Hayashi Kasei co., Ltd., Osaka CDA
060721.pdf
	 	July 21, 2006
	 	Standard
confidentiality
agreement.
	Geheimhaltungsvereinbar 

ung zwischen 

Ribopharma AG und 

Heidelberg Innovation 

Fonds Management GmbH

	 	Heidelberg Innovations-Fonds Management
Geheimhaltungsvereinbarung 01122.pdf
	 	November 19/22, 2001
	 	Mutual standard NDA

with potential

investor
	Confidential
Disclosure Agreement
between Ribopharma AG
and IBA GmbH

	 	IBA CA 031027.pdf
	 	October 27, 2003
	 	Standard
confidentiality
agreement.
	Amendment to
Evaluation
Agreement-Replacement
of Replacement Work
Plan by 2. Replacement
Work Plan and Term
Extension between
Alnylam Europe AG and
IC-Vec Ltd.

	 	IC-Vec Ltd., 2.Amendment to Evaluation
Agreement 050225.pdf
	 	October 26, 2005
	 	Amendment of work
plan and term of
the evaluation
agreement effective
February 25, 2005
as amended by the
Replacement Work
Plan, and cover
letter agreement
thereto, of August
31, 2005.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and IC-Vec, Ltd.

	 	IC-Vec Ltd.,CDA 050301.pdf
	 	March 1, 2005
	 	Standard
confidentiality
agreement.
	Letter agreement
between IC-Vec and
Alnylam Europe AG,
Evaluation Agreement
–Replacement of Work
Plan by Replacement
Work Plan

	 	IC-Vec Ltd., Replacement Work Plan
050831.pdf
	 	August 31, 2005
	 	Amendment of
evaluation
agreement effective
February 25, 2005,
extending the
research program
and agreeing to
carry out further
in vivo tests using
the Alnylam
sequences with
another two IC-Vec
proprietary
delivery reagents.
	Vertraulichkeitserkläru 

ng IKB Venture Capital 

GmbH

	 	IKB Ventura Capital,

Vertraulichkeitserkl,,rung 020322,pdf
	 	March 22, 2002
	 	Standard NDA with

potential investor
	Mutual Confidentiality
Agreement between
Ribopharma AG and ILEX
Products, Inc.

	 	Ilex Products Inc, mCDA 021120.pdf
	 	November 20, 2002
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and Ilex
Products, Inc.

	 	Ilex Products Inc, mCDA 021120.pdf
	 	November 19, 2002
	 	Only part of the
agreement is
included.
	Confidential
Disclosure Agreement
between Ingenium
Pharmaceuticals AG and
Ribopharma AG

	 	Ingenium Pharmaceuticals CDA 020912.pdf
	 	September 12, 2002
	 	Standard
confidentiality
agreement.
	Mutual Letter of
Intent between
Ribopharma AG and
Ingenium
Pharmaceuticals AG

	 	Ingenium Pharmaceuticals Mutual Letter of
Intent 021125.pdf
	 	November 25, 2002
	 	Agreement for pilot
study to
investigate the
efficiency of RNAi
knock down of
defined targets in
different murine
tissues in vivo.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Innaphase Limited

	 	Innaphase Limited mCDA 031106.pdf
	 	November 6, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Prof. John
Chapman

	 	INSERM,Frankreich CDA 040816.pdf
	 	August 16, 2004
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Insilico
Software GmbH

	 	Insilico Software GmbH Austria mCDA
040707.pdf
	 	July 7, 2004
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Institut Gustave
Roussy

	 	Institut G. Roussy mCDA 021213.pdf
	 	December 13, 2002
	 	Standard
confidentiality
agreement.
	Material Transfer
Agreement between
Ribopharma AG and
Institut G. Roussy

	 	Institut G. Roussy MTA 030218.pdf
	 	March 28, 2003
	 	Agreement for
investigation of
SIRPLEX directed
against the GFP
mRNA.
	Confidential
Disclosure Agreement
between Ribopharma AG
and Integrated DNA
Technologies, Inc.

	 	IDT CDA 0401219.pdf
	 	February 19, 2004
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Intradigm Corporation

	 	Intradigm Corp, mCDA 021202.pdf
	 	December 2, 2002
	 	Standard
confidentiality
agreement.
	Mutual Material
Transfer Agreement
between Ribopharma AG
and Intradigm
Corporation

	 	Intradigm Corp, mMTA 030603.pdf
	 	June 3, 2003
	 	Agreement for
evaluation of
RP-Compounds for
drug delivery
purposes.
	Geheimhaltungsvereinbar 

ung zwischen 

Ribopharma AG und 

inventages

	 	Inventages, Dr. G. Wekert
Geheimhaltungsvereinbarung 020514.pdf
	 	May 14, 2002
	 	Standard NDA
	Secrecy Agreement
between Alnylam Europe
AG and Inveresk
Research International
Ltd

	 	Inveresk Scotland, Secrecy Agreement
050224.pdf
	 	February 24, 2005
	 	Standard
confidentiality
agreement.
	Material Transfer
Agreement between
Alnylam Europe AG and
Laboratorio di
Genetica Moleoolare,
Instituto Gianirina
Gaslini

	 	Gaslini, Instituto Giannina Italy MTA
050509.pdf
	 	May 9, 2005
	 	Transfer of
material related to
short interfering
RNA (siRNA) capable
of selectively
inhibiting the
expression of genes
potentially
involved in the
degradation of
mutant CFTR protein
in cell cultures.
	Geheimhaltunsgvereinbar 

ung zwischen IVONEX 

GmbH und Ribopharma AG

	 	Ivonex GmbH, Dr. L. Lehnert
Geheimhaltungsvereinbarung 011024.pdf
	 	October 24, 2001
	 	NDA regarding

A818-6-Hollow-Sphere

-Model






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Material Transfer
Agreement between
Ribopharma AG and
KeyNeurotekAG

	 	KeyNeurotek MTA 020724.pdf
	 	July 24, 2002
	 	Transfer of target
specific SIRPLEX
molecules.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
KeyNeurotek AG

	 	KeyNeurotek mCDA 020718.pdf
	 	July 18, 2002
	 	Standard
confidentiality
agreement.
	Mutual Non-Disclosure
Agreement between KMT
Hepatech, Inc. and
Ribopharma AG

	 	KMT Hepatech mCDA 020212.pdf
	 	February 12, 2002
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Labware Ltd.
Niederlassung
Deutschland

	 	Labware LTD mCDA 031105.pdf
	 	November 5, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Larova
Biochemie GmbH and
Ribopharma AG

	 	Larova Biochemie GmbH CDA 020416.pdf
	 	April 16, 2004
	 	Standard
confidentiality
agreement.
	Mutual Non-Disclosure
Agreement between LBR
medical Biotechnology
and Ribopharma AG

	 	LBR medical Biotechnology mCDA 020801.pdf
	 	August 1, 2002
	 	Standard
confidentiality
agreement.
	Secrecy Agreement
between LCG
LifeScience Consulting
Group International AG
and Ribopharma AG

	 	LCG LifeScience Consulting Group Secrecy
Agreement 010518.pdf
	 	May 28, 2001
	 	Standard
confidentiality
agreement.
	Confidentiality
Agreement between Life
Sciences Partners II
B.V. and Ribopharma AG

	 	Life Science Partners II BV CDA 030321.pdf
	 	March 21, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Ribopharma AG
and LipoFIT Analytic
GmbH i.GR

	 	LipoFIT CDA 040309.pdf
	 	March 9, 2004
	 	Standard
confidentiality
agreement.
	Absichtserklärung
(Letter of Intent) von
Alnylam Europe AG an
LipFIT Analytic GmbH

	 	LipoFIT Letter of Intent.pdf
	 	May 25, 2005
	 	Letter confirming
Alnylam’s intention
to make use of
LipoFIT services in
the future
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Lonza Ltd.

	 	Lonza Ltd mCDA 030515.pdf
	 	May 15, 2003
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Lynkeus Biotech GMBH

	 	Lynkeus Biotech GmbH mCDA 03117.pdf
	 	January 17, 2003
	 	Standard
confidentiality
agreement.
	Vereinbarung über 

Geheimhaltung 

Materialtransfer 

zwischen Lynkeus 

Biotech GmbH und 

Ribopharma AG

	 	Lynkeus Biotech GmbH Vereinbarung uber
Geheimhaltung under Materialtransfer
020409.pdf
	 	April 9/May 19, 2002
	 	Standard NDA + MTA
	Vereinbarung über
Geheimhaltung
Materialtransfer
zwischen Dr. Stephan
Mathas (Max-Delbrück-
Centrum für Molekulare
Medizin) und
Ribopharma AG

	 	Max-Delbruck-Centrum fur Molekulare
Medizin, Dr. Stephan Mathas MTA Aug
2002.pdf
	 	August 16/22, 2002
	 	Standard NDA+MTA
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Max-Planck-Society,
Department of
Immunology

	 	Max-Planck-Gesellschaft, Dr. Volker
Patzel mCDA 030911.pdf
	 	September 11, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and
Max-Planck-Institut
fur biophysikalische
Chemie

	 	Max-Planck-Institut fur biophysikalische
Chemie CDA 060626.pdf
	 	June 26, 2006
	 	Standard
confidentiality
agreement.
	Confidentiality
Agreement between
MediGene AG and
Alnylam Europe AG

	 	MediGene AG, CDA 050204.pdf
	 	February 4, 2005
	 	Standard
confidentiality
agreement.
	Geheimhaltungsvertrag 

zwischen Ribopharma AG 

und Mediport Venture 

AG

	 	Mediport Venture GmbH
Geheimhaltungsvertrag 02322.pdf
	 	March 22, 2003
	 	Standard NDA with

potential investor
	Geheimhaltungsvereinbar 

ung auf 

Gegenseitigkeit 

zwischen MediTarget 

GmbH und Ribopharma AG

	 	MediTarget GmbH
Geheimhaltungsvereinbarung auf
Gegenseitigkeit 020213.pdf
	 	January 20, 2002
	 	Mutual NDA

regarding potential

cooperation
	Non-Binding Letter of
Intent zwischen
Ribopharma AG und
MediTarget GmbH

	 	MediTarget GmbH Non-binding Letter of
Intent 020412.pdf
	 	April 12, 2002
	 	Letter of intent
regarding license
agreement
	Confidential
Disclosure Agreement
between Ribopharma AG
and Merck & Co., Inc.

	 	Merck + Co, Inc CDA 030530.pdf
	 	May 30, 2003
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Disclosure Agreement
between Merck & Co.,
Inc. and Ribopharma AG

	 	Merck + Co, Inc mCDA 030328.pdf
	 	April 28, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Merck KGaA

	 	Merck KGaA CDA 070215.pdf
	 	February 15, 2007
	 	Standard
confidentiality
agreement.
	Korrespondenz zum
Lizenz-und
Koopertaionsvertrag
vom 8.3./16.4.2002;
Verzicht seitens Merck
auf Kündigungsrecht

	 	Merck KGaA Fusion Alnylam 030813.pdf
	 	August 13, 2003
	 	Letter informing
Merck of merger
Alnylan/Ribopharma
and contingent
waiver by Merck, to
terminate licence-
and cooperation
agreement of March
8/April 16, 2002
	Geheimhaltungsvereinbar 

ung zwischen 

Ribopharma AG und 

Merck KgaA

	 	Merck KGaA Geheimhaltungsvereinbarung
010426.pdf
	 	April 26, 2001
	 	NDA with Merck

regarding gene

blocking RNA
	Geheimhaltungsvereinbar 

ung zwischen 

Ribopharma AG und 

Merck KgaA

	 	Merck KGaA Geheimhaltungsvertag 010521.pdf
	 	May 15/21, 2001
	 	NDA with Merck,
regarding
experimental
evaluation of Novel
Knock-Down
technology
	Secrecy Agreement
between mice & more
GmbH & Co. KG and
Ribopharma AG

	 	mice & more GmbH & Co KG Secrecy
Agreement 011019.pdf
	 	October 19, 2001
	 	Standard
confidentiality
agreement.
	Geheimhaltungsvereinbar
ung zwischen
Ribopharma AG und Dr.
Frank Morich

	 	Morich, Dr. Frank Köln
Geheimhaltungsvereinbarung 030321.pdf
	 	March 31, 2003
	 	Standard NDA
	Letter agreement
between Ribopharma and
MVM Limited

	 	MVM, Ltd CDA 030401.pdf
	 	March 27, 2003
	 	Standard
confidentiality
agreement.
	Material Transfer
Agreement between
Alnylam Europe AG and
Netherlands Institute
for Developmental
Biology

	 	MTA NIDB Clevers 20060518.pdf
	 	May 18, 2006
	 	Transfer agreement
for in vivo studies
in mice.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Prof. Dr.
Siegfried Neumann

	 	Neumann, Prof. Dr. Siegfried CDA
050621.pdf
	 	June 27, 2005
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and NEURAXO BIOTEC
GmbH

	 	NEURAXO BIOTEC GmbH CDA 050427.pdf
	 	April 27, 2005
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and New
York Blood Center

	 	New York Blood Center mCDA 030204.pdf
	 	February 4, 2003
	 	Standard
confidentiality
agreement.
	Forschungs- und 

Entwicklungsvertrag 

zwischen Ribopharma AG 

und november AG

	 	November AG Forschungs –und
Entwicklungsvertrag 010418.pdf	 	 	 	 
	gegenseitige 

Geheimhaltungsvereinbar 

ung zwischen november 

AG und Ribopharma AG

	 	November AG Gegenseitige
Geheimhaltungsvereinbarung 010131.pdf
	 	January 31, 2001
	 	Standard mutual NDA
	Confidentiality and
Material Transfer
Agreement between
Ribopharma AG and
Novosom AG

	 	Novosom AG CDA + MTA 030428.pdf
	 	April 28, 2003
	 	Standard
confidentiality
agreement and
transfer agreement
for liposomal
vectors.
	Amendment to the
Confidentiality and
Material Transfer
Agreement between
Novosom AG and Alnylam
Europe AG dated April
28, 2003

	 	Novosom AG Halle CDA + MTA 030428.pdf
	 	Undated
	 	Amending the
deliverables under
the original
agreement.
	Evaluation Agreement
between Ribopharma AG
and NOXXON Pharma AG

	 	Noxxon PHarma AG Evaluation Agreement
030617.pdf
	 	June 17, 2003
	 	Agreement for
evaluation of the
efficacy of
NOXXON’s
proprietary
compounds as
stabilized iRNA’s
in Ribopharma’s
siRNA program.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
NOXXON Pharma AG

	 	Noxxon Pharma AG mCDA 030204.pdf
	 	February 4, 2003
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Ocimum Biosolutions
Ltd.

	 	Ocimum Biosolutions, Ltd mCDA 031106.pdf
	 	November 6, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Oligoengine

	 	Oligoengine CDA 060321.pdf
	 	March 21, 2006
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and PARI GmbH

	 	PARI CDA 060608.pdf
	 	June 8, 2006
	 	Standard
confidentiality
agreement.
	Vertraulichkeitserklärung
der Park Venture 

Management GmbH

	 	Park Venture Vertraulichkeitserkl,,rung
011206.pdf
	 	December 06, 2001
	 	Standard NDA with

potential investor
	Mutual Material
Transfer Agreement
between Pepscan
Systems B.V. and
Ribopharma AG

	 	Pepscan mMTA 040308.pdf
	 	February 24, 2004
	 	Transfer by
Ribopharma of
single
oligonucleotides
and siRNA.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Pera Group

	 	PERA Innovation Park CDA 050418.pdf
	 	April 18, 2005
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma and
Pharm-analyt Labor
GmbH.

	 	Pharm-analyt Labor GmbH TM
sterreich mCDA 020725.pdf
	 	July 25, 2002
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Proligo LLC. and
Ribopharma AG

	 	Proligo, mCDA 010823.pdf
	 	August 23, 2001
	 	Standard
confidentiality
agreement.
	Evaluation Agreement
between Proquinase
GmbH and Ribopharm A
AG

	 	Proginase GmbH Evaluation Agreement
030527.pdf
	 	May 27, 2003
	 	Agreement for
Proquinase to
evaluate the
potency of
Ribopharma’s
propriety siRNA
technology to
validate molecular
targets.
	Confidential
Disclosure Agreement
between Public Health
Service and Ribopharma
AG

	 	Public Health Service CDA 020514.pdf
	 	May 14, 2002
	 	Standard
confidentiality
agreement.
	Material Transfer
Agreement between
QIAGEN GmbH and
Alnylam Europe AG

	 	Qiagen GmbH Hilden, 061116 MTA modified
siRNA additional signature.pdf
	 	November 20, 2006
	 	Transfer by Qiagen
of siRNAs.
	General
Confidentiality
Agreement between RCC
Ltd and Ribopharma AG

	 	RCC Ltd CDA 020521.pdf
	 	May 13, 2002
	 	Standard
confidentiality
agreement.
	Secrecy Agreement
between responsive
GmbH and Riopharma AG

	 	Responsif GmbH Secrecy Agreement
030506.pdf
	 	May 6, 2003
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Fax from Johan De
Schepper at RNA-Tec to
Dr. Ulrich Bodner at
Ribopharma AG

	 	RNA-TEC, NV CDA 021107.pdf
	 	November 11, 2002
	 	Confirming
telephone call in
which Ribopharma
had told RNA-Tec
they had chosen
another route.
	Confidentiality
Agreement (three-way)
between Pierce
Milwaukee LLC, RNA-TEC
NV, and Ribopharma AG

	 	RNA-TEC, NV CDA three-way 011126.pdf
	 	November 26, 2001
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
RNA-TEC NV

	 	RNA-TEC, NV mCDA 020429.pdf
	 	April 29, 2002
	 	Standard
confidentiality
agreement.
	Vereinbarung über
Geheimhaltung und
Materialtransfer
zwischen Prof. Dr.
Walter Aulitzky
(Robert Bosch
Krankenhaus) und
Ribopharma AG

	 	Robert Bosch Gesselschaf Vereinbarung
uber Geheimhaltung und Materialtransfer
010919.pdf
	 	September 19, 2001
	 	Confidentiality and
MTA
	Vertrag über 

Auftragsforschung 

zwischen Ribopharma AG 

und Robert Bosch 

Gesellschaft für 

medizinische Forschung 

mbH

	 	Robert Bosch Gesellschaft Vertrag uber
Auftragsforschung 030601.pdf
	 	July 3, 2003
	 	Research
collaboration
agreement including
correspondence and
minutes to a
meeting relating
thereto
	Confidentiality
Agreement between
Roche Diagnostics GmbH
and Ribopharma AG

	 	Roche, Diagnostics CDA 030717.pdf
	 	July 17, 2003
	 	Standard
confidentiality
agreement.
	Confidentiality
Agreement between
Ribopharma AG and
Salus Therapeutics
Inc.

	 	Salus Therapeutics CDA 020529.pdf
	 	May 29, 2002
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Salus Therapeutics
Inc.

	 	Salus Therapeutics mCDA 020704.pdf
	 	July 4, 2002
	 	Standard
confidentiality
agreement.
	Material Transfer
Agreement between
Ribopharma AG and
Salus Therapeutics

	 	Salus Therapeutics MTA 020703.pdf
	 	March 2, 2002
	 	Transfer of STV89,
STV109, STV91,
STV07 and V11A.
	Vertraulichkeitsvereinb 

arung zwischen 

Schaffer & Collegen 

GmbH und Ribopharma AG

	 	Schaffer & Collegen CDA 000114.pdf
	 	January 14, 2001
	 	Confidentiality

agreement






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Feasibility Agreement
between Ribopharma
Aktiengesselschaft and
Schering
Aktiengesselschaft

	 	Schering AG, Berlin Feasibility Agreement
021126.pdf
	 	November 26, 2002
	 	Agreement for
generation by
Ribopharma of two
RNA interference
molecules for each
of the five targets
provided by
Schering. Schering
will test
Ribopharma’s
molecules.
	Zusammenarbeitsvertrag 

zwischen Ribopharma AG 

und Schering 

Aktiengesellschaft

	 	Schering AG, Berlin
Zusammenarbeitsvertrag 020523.pdf
	 	May 28, 2002
	 	Collaboration

agreement
	Geheimhaltungsvereinbar
ung zwischen
Ribopharma AG und
Hubert Schwarz und Dr.
Rainer Apfel

	 	Schwarz Herbert, Dr. Rainer Apfel
Geheimhaltungsvereinbarung 011012.pdf
	 	October 12, 2001
	 	Confidentiality

agreement
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and SciMax,
Scientific Software
Distribution

	 	SciMax Nurnberg CDA 040802.pdf
	 	August 2, 2004
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Ribopharma AG
and Sequitur Inc.

	 	Sequitur CDA 030827.pdf
	 	August 2?, 2003	 	 
	Geheimhaltungsvereinbar 

ung zwischen 

Ribopharma AG und 

Margaret und Werner 

Siegel

	 	Siegel, Margaret und Werne
Geheimhaltungsvereinbarung 010914.pdf
	 	September 14, 2001
	 	Confidentiality

agreement
	Secrecy Agreement
between responsive
GmbH and Ribopharma AG

	 	Ribozyme GmbH Secrecy Agreement 030506.pdf
	 	May 6, 2003
	 	Standard
confidentiality
agreement.
	Confidentiality
Agreement between
Ribozyme
Pharamceuticals, Inc.
and Ribopharma AG

	 	Ribozyme Pharmaceuticals, Inc CDA
010824.pdf
	 	August 24, 2007
	 	Standard
confidentiality
agreement.
	Amended and Restated
Confidentiality
Agreement between
Ribozyme
Pharmaceuticals and
Ribopharma AG

	 	Ribozyme Pharmaceuticals, Inc CDA
030305.pdf
	 	March 4, 2003
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Confidentiality 

Agreement

	 	Ribozyme Pharmaceuticals, Inc CDA
030305.pdf
	 	August 15, 2002
	 	Standard
confidentiality
agreement.
	Amended and Restated
Confidentiality
Agreement between
Ribozyme
Pharmaceuticals and
Ribopharma AG

	 	RPI CDA 030304.pdf
	 	August 24, 2002
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Solvias AG

	 	Solvias AG mCDA 030123.pdf
	 	January 23, 2003
	 	Standard
confidentiality
agreement.
	Mutual Confidentiality
Agreement between
Ribopharma AG and

	 	Switch Biotech AG mCDA 020116.pdf	 	January 16, 2002	 	Standard

confidentiality agreement.
	Switch Biotech AG

	 	
	 	
	 	
	Letter amendment to
Mutual Material
Transfer Agreement
between Alnylam and
Synvolux Therapeutics
B.V.

	 	Synvolux Therapeutics 050214 Letter
amendment to MTA.doc
	 	June 14, 2007
	 	
 Unsigned. Amending when
the agreement
will be 

terminated.
	Letter amendment to
Mutual Material
Transfer Agreement
between Synvolux
Therapeutics B.V. and
Ribopharma AG

	 	Synvolux Therapeutics 050228 Letter
amendment to MTA.pdf
	 	February 23, 2005
	 	Amendment
reinstating
agreement dated
March 2003.
	Mutual Material
Transfer Agreement
between Ribopharma AG
and Synvolux
therapeutics B.V.

	 	Synvolux Therapeutics BV mMTA 030324.pdf
	 	March 24, 2003
	 	Agreement for
Ribopharma to
evaluate
SV-Compounds and
for Synvolux to
evaluate
RP-Compounds
	Vertraulichkeitserklärung
zwischen Süd 

Venture Capital GmbH 

und Ribopharma AG

	 	Sud Venture Capital GmbH
Vertraulichkeitserkl,,rung 020422.pdf
	 	April 22, 2004
	 	Mutual
confidentiality
agreement
	Geheimhaltungsvereinbar 

ung zwischen 

Ribopharma Ag und 

TATA-Box GmbH & Co 

KG/Capital Stage 

Biotech AG

	 	TATA – Box GmbH + CoKG
Geheimhaltungsvereinbarung 030324.pdf
	 	September 13, 2001
	 	Confidentiality
agreement
	Geheimhaltungsvereinbar 

ung zwischen 

Ribopharma AG und 

Techno Start

	 	Techno Start Geheimhaltungsvereinbarung
011220.pdf
	 	December 20, 2001
	 	Confidentiality
agreement
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Thirion

	 	Thirion, Munchen CDA 050727.pdf
	 	July 27, 2005
	 	Standard
confidentiality
agreement.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Quotation from TNO
Pharma to Alnylam
Europe AG

	 	TNO Netherlands MTA 040619.pdf
	 	May 7, 2004
	 	Quotation for Mouse
ApoB analysis on
mouse serum or
plasma samples.
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Transgenomic, Inc.

	 	Transgenomic Inc mCDA 030201.pdf
	 	February 1, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Trilink Biotech

	 	TriLink, California 060512 CDA.pdf
	 	May 12, 2006
	 	Standard
confidentiality
agreement.
	Vertrag über eine 

Forschungskooperation 

zwischen Ribopharma AG 

und Technische 

Universität München

	 	TU München Klinikum Dr. Duyster Vertrag
über eine Forschungskooperation
030801.pdf
	 	August 25, 2003
	 	Research
collaboration
agreement
	Geheimhaltungsvereinbarung
zwischen 

Ribopharma AG und 

Technische Universität 

München, Lehrstuhl für 

Rechnertechnik und 

Rechnerorganisation

	 	TU München, Dr. Meier
Geheimhaltungsvereinbarung 020426.pdf
	 	April 26, 2002
	 	Standard
confidentiality
agreement
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Tufts University

	 	Tufts Universit,,t mCDA 030305.pdf
	 	March 5, 2003
	 	Standard
confidentiality
agreement.
	Confidential
Information
Non-Disclosure
Agreement between
Ribopharma AG and TVM
Techno Venture
Management

	 	TVM Techno Ventura Management GmbH CDA
020213.pdf
	 	February 13, 2002
	 	Standard
confidentiality
agreement
	Material Transfer
Agreement between
Alnylam Europe AG and
Universitat Bayreuth

	 	UNI Bayreuth, MTA 050513.pdf
	 	May 13, 2005
	 	Supply of material
for development of
methods for the
detection and,
optionally,
quantitation of
short interfering
RNA in cells and
tissues.
	Bestätigung der 

Universität Bayreuth 

re:
	 	 	 	 	 	 
	Nebentätigkeitsgenehmig 

ung, Verzicht auf 

Geletenmachugn von 

Rechten an 

Arbeitsergebnissen

	 	UNI Bayreuth, Dr. S. Geimer confirmation
of rights 060209.pdf
	 	February 9, 2006
	 	Letter from UNI

Bayreuth that UNI

will not claim

rights






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File	 	Date of Agreement	 	Summary
	Geheimhaltungsvereinbarung
zwischen
Ribopharma AG und Dr.
Jochen Balbach

	 	UNI Bayreuth, Dr.Jochen Balbach
Geheimhaltungsvereinbarung 010927.pdf
	 	October 5, 2001
	 	Confidentiality

agreement
	Vereinbarung über die
Durchfürhung eines
Untersuchungsprojektes
mit
Technologieberatung
zwischen Alnylam
Europe AG und Dr.
Stefan Geimer

	 	UNI Bayreuth, technology development
agreement Geimer 060220.pdf
	 	February 20, 2006
	 	Agreement relating
to the research
conducted by Geimer
	Geheimhaltungsvereinbarung
zwischen
Ribopharma AG und
Prof. Dr. Detlef
Schuppan

	 	UNI Erlangen, Prof. Dr. Detlef Schuppan
Geheimhaltungsvereinbarung 010330.pdf
	 	April 2, 2001
	 	Confidentiality
agreement and
correspondence
relating to the
research
collaboration
agreement of August
9, 2001
	Vertrag über 

Auftragsforschung 

zwischen Freistaat 

Bayern/Universitätsklin 

ikum Erlangen und 

Ribopharma AG

	 	UNI Erlangen, Prof. Dr. Detlef Schuppan
Vertrag ber Forschungsvorhaben
010601.pdf
	 	August 9, 2001
	 	Research
collaboration
agreement including
amendments and
correspondence
thereto
	Vereinbarung über 

Geheimhaltung und 

Materialtransfer 

zwischen Institut für 

Biochemie der 

Universität 

Erlangen-Nürnberg und 

Ribopharma AG

	 	UNI Erlangen, Prof. Dr. M. Wegner
Vereinbarung ber Geheimhaltung und
Materialtransfer 020613.pdf
	 	June 13, 2002
	 	Confidentiality and
MTA
	Vertrag über eine 

Forschungskooperation 

zwischen Ribopharma AG 

und Freistatt 

Bayern/Universitätsklin 

ikum Erlangen

	 	UNI Erlangen, Dr. Christian Hugo Vertrag
ber eine Forschungskooperation
030910.pdf
	 	September 10, 2003
	 	Research
collaboration
agreement
	Bestätigung der 

Universität 

Erlnagne-Nürneberg re:
	 	UNI Erlangen, Dr. Rolf Kapust 040303
Confirmation of transfer of rights.pdf	 	March 5, 2004	 	Confirmation of
transfer rights in
invention to
Ribipharma
	Übertragung von 

Rechten an 

Diensterfindung

(Therapie des 

Panreaskarzinoms mit 

dsRNA) auf Ribopharma 

AG

	 	 
	 	 
	 	 
	Vereinbarung über 

Geheimhaltung und

	 	UNI Freiburg, Prof. Dr. Georg Bauer
Vereinbarung #ber Geheimhaltung und
	 	January 27, 2003
	 	Confidentiality and
MTA






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 






 










 







	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Materialtransfer
zwischen Prof. Dr.
Georg Bauer
(Universität Freiburg)
und Ribopharma AG

	 	Materialtransfer 030121.pdf
	 	 	 	including correspondence,

including sketches marked as

CONFIDENTIAL
	 
	 	 	 	 	 	 
	Research and
Development Agreement
between Alnylam Europe
AG and Univesitat
Giessen School of
Medicine, Department
of Medicine II and Dr.
Oliver Eickelberg,
M.D.

	 	UNI Giessen Eickelberg Research and
Development Agreement 050706.pdf
	 	July 6, 2005
	 	Agreement for
research by Dr.
Eickelberg
regarding the human
cardiopulmonary
system.
	 
	 	 	 	 	 	 
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Oliver
Eickelberg

	 	UNI Giessen nCDA Eickelberg 040125.pdf
	 	January 25, 2004
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Oliver
Eickelberg

	 	UNI Giessen nCDA Eickelberg 050125.pdf
	 	January 25, 2005
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 
	Geheimhaltungsvereinbar
ung zwischen
Ribopharma AG und
Prof. Dr. Kalthoff
(Universität Kiel)

	 	UNI Kiel, Prof. Dr. Holger Kalthoff
Geheimhaltungsvereinbarung 011022.pdf
	 	October 22, 2001
	 	Confidentiality

agreement,

obligating

recipient

(Kalthoff)
	 
	 	 	 	 	 	 
	Vereinbarung über
Geheimhaltung und
Materialtransfer
zwischen Prof. Dr.
Kalthoff (uni Kiel)
und Ribopharma AG

	 	UNI Kiel, Prof. Dr. Holger Kalthoff
Vereinbarung #ber Geheimhaltung und
Materialtransfer 011214.pdf
	 	December 14, 2001
	 	MTA
	 
	 	 	 	 	 	 
	Vertrag über 

Auftragsforschung 

zwischen 

Universitätsklinkum 

Kiel und Ribopharma AG

	 	UNI Kiel, Prof. Dr. Holger Kalthoff
Vertrag #ber Auftragsforschung
020911.pdf
	 	 	 	Agreement on
research to be
conducted by UNI
Kiel
	 
	 	 	 	 	 	 
	Material Transfer
Agreement between
Alnylam Europe AG and
Institut fur
Pharmakologie und
Toxikologie
Medizinische
Forschungseinheiten
Philipps-Universitat
Marburg

	 	UNI Marburg, Aigner, Gudermann CDA
050216 and MTA 050509 fully signed.pdf
	 	May 9, 2005
	 	Agreement for
transfer from
Alnlym of materials
used to verify and
evaluate the
ability of short
interfering RNA to
inhibit or prevent
uncontrolled cell
growth in animal
models of cancer.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Universitat
Marburg,
Pharmakologisches
Institut

	 	UNI Marburg, Aigner, Gudermann MTA
050509.pdf
	 	February 16, 2005
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 
	Material Transfer
Agreement between
Alnylam Europe AG and
Monash University

	 	UNI Monash, Dr. Ianello MTA 060801.pdf
	 	August 1, 2006
	 	Agreement for
transfer of
material from
Alnylam of SiRNA
constructs.
	 
	 	 	 	 	 	 
	Letter agreement
between Monash
University and Alnylam
Re: Material Transfer
Agreement of Aug. 1,
2006, between Monash
University and Alnylam
Europe AG; letter
amendment

	 	UNI Monash, Dr. Iannello; MTA 070328
letter amendment.pdf
	 	March 28, 2007
	 	Broadening the
scope of the
collaboration.
	 
	 	 	 	 	 	 
	Service Agreement
between Alnylam Europe
AG and Steinbeis GmbH
& Co. KG fur
Technologietransfer

	 	iServices Service Agreement 050915.pdf
	 	September 15, 2005
	 	Agreement for
evaluation by
iServices of
materials delivered
by Alnylam.
	 
	 	 	 	 	 	 
	Material Transfer
Agreement between
Alnylam Europe AG and
Max von Pettenkofer
Institut

	 	UNI München MTA Koszinowski 060627.pdf
	 	June 27, 2006
	 	Agreement for
transfer from
Alnylam of
antagomirs.
	 
	 	 	 	 	 	 
	Schreiben der Alnylam
Europe AG betreffend
Apppendix A zu
nachstehendem MTA vom
27. Juni 2006

	 	UNI München MTA Koszinowski 060717
Appendix A Version 2.pdf
	 	 	 	Cover letter
w/amended Appendix
A to MTA below
	 
	 	 	 	 	 	 
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Max von
Pettenkofer Institut

	 	UNI München, CDA Koszinowski 060627.pdf
	 	June 27, 2006
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 
	Confidential
Disclosure Agreement
between Alnylam Europe
AG and Dr. Gunther
Hartmann

	 	UNI München, Dr. Gunther Hartmann CDA
050101.pdf
	 	January 1, 2005
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 
	Vertrag über Forschung 

zwischen Klinikum der 

Uni München und 

Ribopharma AG

	 	UNI München, Klinikum Vertrag
Forschungsvereinbarung 010801.pdf
	 	November 27, 2001
	 	Agreement on
research to be
conducted by UNI
Muenchen
	 
	 	 	 	 	 	 
	Geheimhaltungsvereinba

	 	UNI München, Prof. Dr. Bernd Engelmann
	 	July 3, 2001
	 	Confidentiality






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	rung zwischen
Ribopharma AG und Dr.
Bernd Engelmann (Uni
München, LMU)

	 	Geheimhaltungsvertrag 010703.pdf
	 	 	 	agreement, obliging

recipient
	 
	 	 	 	 	 	 
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Pohang University of
Science and
Technology, Dept. of
Life Sciences

	 	UNI Pohang mCDA 030326.pdf
	 	March 26, 2003
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 
	Letter agreement from
Byeang Hyean Kim,
Ph.D. to Alnylam
Europe AG

	 	UNI Pohang MTA 040702.pdf
	 	June 21, 2004
	 	Making available to
Alnylam Chemical
Substances L, L*
and X.
	 
	 	 	 	 	 	 
	Geheimhaltungsvereinbar
ung zwischen
Ribopharma AG und
Hubert Schwarz und Dr.
Rainer Apfel

	 	Schwarz Herbert, Dr. Rainer Apfel
Geheimhaltungsvereinbarung 011012.pdf
	 	October 12, 2001
	 	Confidentiality

agreement obliging

recipient (Schwarz,

Apel)
	 
	 	 	 	 	 	 
	Geheimhaltungsvereinbar
ung zwischen
Ribopharma AG und Dr.
Gerhard Giegerich und
Dr. Andreas
Steinbrecher

	 	UNI Regensburg, Dr. Gerhard Giegerich
Dr. Andreas Steinbrecher
Geheimhaltungsvereinbarung 010816.pdf
	 	August 16, 2001
	 	Mutual

confidentiality

agreement
	 
	 	 	 	 	 	 
	Vereinbarung über
Geheimhaltung uns
Materialtransfer
zwischen Dr. Spruß
(Uni Regensburg) und
Ribopharma AG

	 	UNI Regensburg, Dr.Thilo Spruss
Vereinbarung ber Geheimhaltung und
Materialtransfer 021002.pdf
	 	October 2, 2002
	 	MTA obliging

recipient
	 
	 	 	 	 	 	 
	Forschungsvertrag 

zwischen Ribopharma AG 

und Freistaat 

Bayern/Uniklinik 

Regensburg

	 	UNI Regensburg, Prof. Dr. Ulrich
Bogdahn Forschungsvertrag 010621.pdf
	 	June 21, 2001
	 	Agreement on
research to be
conducted by UNI
Regensburg
	 
	 	 	 	 	 	 
	Vereinbarung über
Geheimhaltung und
Materialtransfer
zwischen Dr. Klaus
Pfizenmaier und
Ribopharma AG

	 	UNI Stuttgart, Prof. Dr. Kaus
Pfizenmaier Vereinbarung ber
Geheimhaltung und Materialtransfer
020131.pdf
	 	January 31, 2002
	 	MTA obliging

recipient
	 
	 	 	 	 	 	 
	Vertrag über 

Auftragsforschung 

zwischen Ribopharma AG 

und Uni Stuttgart

	 	UNI Stuttgart, Prof. Dr. Klaus
Pfizenmaier Vertrag ber
Auftragsforschung 030910.pdf
	 	September 15, 2003
	 	Agreement on
research to be
conducted be UNI
Stuttgart
	 
	 	 	 	 	 	 
	Erklärung von Dr. Olaf
Heidenreich re:
	 	 	 	 	 	 
	Verzicht auf 

Verfolgung

	 	 	 	 	 	Declaration of Dr.
Heidenreich re:
	Patentanmeldung WO 

03/062423

	 	UNI Tuebingen, Dr. Olaf Heidenreich
040716 Inventor forfeits his rights.pdf
	 	July 12, 2004
	 	waiver of rights to
invention
	 
	 	 	 	 	 	 
	Vereinbarung über

	 	UNI Tuebingen, MTA Heidenreich
011207.pdf
	 	December 7,
	 	MTA obliging






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Geheimhaltung und
Materialtransfer
zwischen Dr. Olaf
Heidenreich und
Ribopharma AG

	 	 	 	 	2001	 	 	recipient
	 
	 	 	 	 	 	 	 	 
	Vereinbarung über
Geheimhaltung und
Materialtransfer
zwischen Dr. Volker
Wachek und Ribopharma
AG

	 	UNI Wien, Dr. Volker Wacheck
Vereinbarung ueber Materialtransfer
011115.pdf
	 	November 15, 2001
	 	MTA obliging

recipient
	 
	 	 	 	 	 	 	 	 
	Vertrag über 

Auftragsforschung 

zwischen Uniklini Wien 

und Ribopharma AG

	 	UNI Wien, Dr. Volker Wacheck Vertrag
ueber Auftragsforschung 020401.pdf
	 	July 22, 2002
	 	Agreement on
research to be
conducted by UNI
Wien
	 
	 	 	 	 	 	 	 	 
	Vertrag über eine 

Forschungskooperation 

zwischen Ribopharma AG 

und Uniklinik Wien

	 	UNI Wien, Dr. Volker Wacheck Vertrag
ueber eine Forschungskooperation
030502.pdf
	 	May 2, 2003
	 	Agreement on
research to be
conducted by UNI
Wien
	 
	 	 	 	 	 	 	 	 
	Vereinbarung über
Geheimhaltung und
Materialtransfer
zwischen PD Dr. Harald
Wjant und Ribopharma
AG

	 	UNI Wuerzburg, Prof. Dr. Harald Wajant
Vereinbarung ber Geheimhaltung und
Materialtransfer 011004.pdf
	 	October 4, 2001
	 	MTA obliging

recipient
	 
	 	 	 	 	 	 	 	 
	Vertrag über 

Auftragsforschung 

zwischen Ribopharma AG 

und Freistaat 

Bayern/Uni Würzburg

	 	UNI Wuerzburg, Prof. Dr. Harald Wajant
Vertrag ber Auftragsforschung
030901.pdf
	 	August 25, 2003
	 	Agreement on
research to be
conducted by UNI
Wuerzburg
	 
	 	 	 	 	 	 	 	 
	Vereinbarung über
Geheimhaltung und
Materialtransfer
zwischen Prof. Dr. Ulf
Rapp (Uni Würzburg)
und Ribopharma AG

	 	UNI Wuerzburg, Prof. Dr. Ulf Rapp MTA
020123.pdf
	 	January 23, 2002
	 	MTA obliging

recipient
	 
	 	 	 	 	 	 	 	 
	Vereinbarung über
Geheimhaltung und
Materialtransfer
zwischen Prof. Dr. Ulf
Rapp (Uni Würzburg)
und Ribopharma AG

	 	UNI Wuerzburg, Prof. Dr. Ulf Rapp
Vereinbarung ber Geheimhaltung und
Materialtransfer 020123.pdf
	 	January 23, 2002
	 	MTA obliging

recipient
	 
	 	 	 	 	 	 	 	 
	Confidential
Disclosure Agreement
between Unibioscreen
SA and Alnylam Europe
AG

	 	Unibioscreen mutual CDA 070214.pdf
	 	February 13, 2007
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 	 	 
	Mutual Confidentiality
Agreement between
Ribopharma AG and
Unibioscreen SA

	 	UNIBIOSCREEN SA mCDA 030415.pdf
	 	April 15, 2003
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 	 	 
	Vertrag über die 

Durchführung von

	 	UNIklinikum Ulm Vertrag
Forschungsarbeiten.pdf	 	December 16, 2005
	 	Agreement on
research to be






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Fiorschungsarbeiten 

zwischen Uniklinik Ulm 

und Alnylam Europe AG

	 	 
	 	 	 	conducted by
Uniklinikum Ulm to
study establishment
of rhoA
immunhistochemie....
	 
	 	 	 	 	 	 
	Material Transfer
Agreement between
Alnylam Europe AG and
Institut for
Neuropathologie und
Deutsches Hirntumor
Referenzzentrum
Universitatsklinkikum
Bonn

	 	Universit,,tsklinikum Bonn MTA 040723.pdf
	 	July 23, 2004
	 	Agreement for
transfer by Alnylam
of material
relating to the
study of short
interfering RNA.
	 
	 	 	 	 	 	 
	Material Transfer
Agreement between
Ribopharma AG and
Berlin represented by
Universitatsklinikum
Charite in this case
acting for PD Dr. med.
Michael Hocker

	 	Charit, Berlin, Dr. Michael H“cker MTA
031223.pdf
	 	January 23, 2003
	 	Agreement for
transfer by
Ribopharma of
Sirplex molecules.
	 
	 	 	 	 	 	 
	Vertrag über die 

Durchführung von 

Forschungsarbeiten 

zwischen Uniklinik Ulm 

und Alnylam Europe AG

	 	Universit,,tsklinikum Ulm MTA 050411.pdf
	 	April 25, 2005
	 	Agreement on
research to be
conducted by
Uniklinikum Ulm
	 
	 	 	 	 	 	 
	Vertraulichkeitsvereinb 

arung zwischen VCAV 

GmbH und Ribopharma AG

	 	VCAC GmbH Venture Capital Agent&Cons
Vertraulichkeitsvereinbarung 011025.pdf
	 	October 25, 2001
	 	Confidentiality

agreement obliging

VCAC
	 
	 	 	 	 	 	 
	Vertraulichkeitserkläru 

ng der Venture Partner 

GmbH

	 	Venture Partner Investment
Beratungsgesellschaft
Vertraulichkeitserkl,,rung 000921.pdf
	 	September 21, 2000
	 	Confidentiality

agreement obliging

Venture Partner
	 
	 	 	 	 	 	 
	Vertraulichkeitserkläru 

ng der Wellington 

Partners Venture 

Capital GmbH

	 	Wellington Partners Venture Capital
Vertraulichkeitsvereinbarung 020318.pdf
	 	March 18, 2002
	 	Confidentiality

agreement obliging

Wellington partners
	 
	 	 	 	 	 	 
	Geheimhaltungsverpflich 

tung der Wind GmbH

	 	Wind GmbH Geheimhaltungsverpflichtung
030515.pdf
	 	May 15, 2003
	 	Confidentiality
agreement under
which Wind is
obliged
	 
	 	 	 	 	 	 
	Materials Transfer and
License Option
Agreement between XTL
Biopharmaceuticals
Ltd. and Ribopharma AG

	 	XTL Biopharmaceuticals Entwurf MTA.pdf
	 	December 1, 2001
	 	Agreement for study
of certain
compounds showing
potential activity
against the
Hepatitis C Virus.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Mutual Nondisclosure
Agreement between XTL
Pharmaceuticals Ltd.
and Ribopharma AG

	 	XTL Biopharmaceuticals mCDA 011126.pdf
	 	November 26, 2001
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Confirmation:
	Generelle 

Endverbleibserklärung 

Ribopharma AG

	 	Alexis Deutschland GmbH
Endverbleibserkl,,rung 020710.pdf
	 	July 16, 2002
	 	All products

supplied by Alexis

will be used in

compliance with

applicable

regulations
	 
	 	 	 	 	 	 
	Business Premises 

Lease Agreement

	 	Alnylam Europe Premises Lease
Agreement.pdf
	 	March 1, 2002
	 	Lease agreement
between Antera
Projektentwicklungs-
GmbH & Co. and
Ribopharma AG for
property at
Fritz-Hornschuch-Str
        . 9






General Contracts




	 	 	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Amendment to
Contract Research
and Development
Agreement between
Alnylam
Pharmaceuticals,
Inc., Alnylam US,
Inc. and Alnylam
Europe AG

	 	Alnylam Holding Contract R+D Agreement
Amendment 2.pdf
	 	March 22, 2004
	 	Amending Contract
Research and
Development
Agreement dated
August 31, 2003, to
change, among other
things, the
guidelines applying
to employee
inventions.
	 
	 	 	 	 	 	 	 	 
	Loan for Test Use
between Amaxa GmbH
and Alnylam Europe
AG

	 	Amaxa GmbH K“ln 040730 MTA.pdf
	 	July 30, 2004
	 	 
	 
	 	 	 	 	 	 	 	 
	Mietvertrag über 

gewerbliche 

Flächen/Räume Büro

	 	Lease contract Munich office
	 	 	14.05.2003	 	 	Lease agreement
regarding 190m 2 of
office space in
Munich; term ending
May 31, 2008.
	 
	 	 	 	 	 	 	 	 
	Vereinbarung
zwischen
BIOCOMMUNICATIONS.net
GmbH und Ribopharma
AG

	 	Biocommunications net Vereinbarung 020802
	 	 	02.08.2002	 	 	Agreement regarding
provision of public
relations






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	 

	 	 	 	 	 	 	 	services to Ribopharma AG
exclusively by Biocommunications.net
	 
	 	 	 	 	 	 	 	 
	Confidential
Disclosure Agreement
between Ribopharma
AG and Dr. Jochen
Birkenhager

	 	Birkenh,,ger, Dr Jochen CDA 030616.pdf
	 	June 1, 2003
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 	 	 
	Geheimhaltungsvereinb 

arung

	 	DEWB Geheimhaltungsvereinbarung 020218
	 	 	18.02.2002	 	 	NDA with venture

capital company
	 
	 	 	 	 	 	 	 	 
	Elsevier License 

Agreement

	 	ELSEVIER, Amsterdam Licence Agreement
040901.pdf
	 	September 1, 2004
	 	License granted by
Elsevier B.V. for
BiotechSelect
Collection
	 
	 	 	 	 	 	 	 	 
	First Amendment to
Elsevier License
Agreement

	 	ELSEVIER, Amsterdam Licence Agreement
050601.pdf
	 	June 1, 2005
	 	Amendment to
License Agreement
dated September 1,
2004, extending
term of the
agreement and
replacing licensed
product with BTS
Freedom Collection.
	 
	 	 	 	 	 	 	 	 
	Second Amendment to
Elsevier License
Agreement

	 	ELSEVIER, Amsterdam Second Amendment to
Elsevier Licence Agreemet 070125.pdf
	 	October 10, 2006
	 	Agreement amending
License Agreement
dated September 1,
2004, extending the
term of the
agreement and
replacing licensed
products with BTS
Freedom Collection.
	 
	 	 	 	 	 	 	 	 
	Second Amendment to
ELSEVIER Licence
Agreement

	 	ELSEVIER, Amsterdam Second Amendment to
Elsevier Licence Agreemet 070125
	 	 	16.10.2006	 	 	Extension of the
above agreement
until December 31,
2007
	 
	 	 	 	 	 	 	 	 
	ScienceDirect Invoice

	 	Elsevier05.pdf
	 	January-October 2005
	 	Invoices from
ScienceDirect for
Transactional
Access.
	 
	 	 	 	 	 	 	 	 
	Geheimhaltungsvereinb 

arung

	 	Express translations GmbH

Geheimhaltungsvereinbarung 010913
	 	 	13.09.2001	 	 	NDA with

translation office
	 
	 	 	 	 	 	 	 	 
	Agreement on the S
Online use of t
Databases via FIZ

	 	TN FIZ Karlsruhe 040625 Agreement on
he Online Use of Databases.pdf
	 	June 25, 2004
	 	Agreement for

access to






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Karlsruhe, STN 

Service Center 

Europe

	 	 	 	 	 	 	 	databases implemented at the
STN Service Centers and online ordering
of services by
third parties.
	 
	 	 	 	 	 	 	 	 
	Geheimhaltungsvereinb 

arung

	 	Hypo Vereinsbank, München

Geheimhaltungsvereinbarung 010913
	 	 	13.09.2001	 	 	NDA with bank
regarding
non-disclosure of
confidential
information about
Ribopharma AG
	 
	 	 	 	 	 	 	 	 
	Mutual
Confidentiality
Agreement between
Ribopharma AG and
Integ
Labordatensysteme
GMBH

	 	INTEG mCDA 031103.pdf
	 	November 3, 2003
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 	 	 
	Mutual 

Confidentiality 

Agreement

	 	INTEG mCDA 031103
	 	 	03.11.2003	 	 	Mutual NDA

regarding mutual

working

relationship with

INTEG
	 
	 	 	 	 	 	 	 	 
	Confidential
Disclosure Agreement
between Alnylam
Europe AG and Kesper
IT Consulting

	 	Kesper IT, CDA 051026.pdf
	 	October 26, 2005
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 	 	 
	Business Premises
Lease Agreement
between Anterra
Projektentwicklungs-G
mbH & Co. and
Ribopharma AG

	 	Alnylam Europe Premises Lease
Agreement.pdf
	 	March 1, 2002
	 	Lease for property
at
Fritz-Hornschuch-Str
        . 9, including
Addendum No. 1,
Addendum No. 2,
Addendum No. 3,
Addendum No. 4, and
Addendum No. 5
	 
	 	 	 	 	 	 	 	 
	Geheimhaltungsvereinb 

arung

	 	Lengua Translations, Wichmann

Geheimhaltungsvereinbarung 010913
	 	 	13.09.2001	 	 	NDA with
translation office
to protect
confidentiality of
Ribopharma
information
	 
	 	 	 	 	 	 	 	 
	Geheimhaltungsvereinb 

arung

	 	Müller, Dr. Heidemarie München
Geheimhaltungsvereinbarung 010904
	 	 	04.09.2001	 	 	NDA with provider
of patent
management services
to protect
confidentiality of
Ribopharma
information






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Mutual
Confidentiality
Agreement between
Ribopharma AG and
Mrs. Prof. Dr.
Andrea M.A. Pfeifer

	 	Pfeifer, Prof. Dr. Andrea Schweiz mCDA
030205.pdf
	 	February 5, 2003
	 	Standard
confidentiality
agreement.
	 
	 	 	 	 	 	 	 	 
	Makler-Auftrag

	 	Schneider u Prell, München
	 	 	29.04.2001	 	 	Agreement with real
estate broker to
find tenants for
Munich office of
Ribopharma
	 
	 	 	 	 	 	 	 	 
	Email from
ScienceDirectNL to
Andreas Bossko,
Subject: Activation
Letter for
BioTechSelect

	 	Activation Letter for BioTechSelect .htm
	 	September 13, 2004
	 	Notice of access to
content from
BiotechSelect
	 
	 	 	 	 	 	 	 	 
	Geheimhaltungsvereinb 

arung

	 	Übersetzungsbüro Teichmann

Geheimhaltungsvereinbarung 010913
	 	 	13.09.2001	 	 	NDA with
translation office
to protect
confidentiality of
Ribopharma
information






Licensing Agreements




	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Lizenz- und M 

Kooperationsvertrag K

	 	erck KGaA Lizenz-und
ooperationsvertrag 020416.pdf
	 	April 16, 2004	 	 
	 
	 	 	 	 	 	 
	Letter from
Bristol-Myers
Squibb Company to
Alnylam Europe AG
Re: Cre-Lox License B

	 	MS 060209 nCDA Cre-Lox License.pdf
	 	February 9, 2006
	 	Letter
confidentiality
agreement whereby
Alnylam agrees to
keep the Cre-Lox
license agreement
and all of its
terms and
conditions
confidential.
	 
	 	 	 	 	 	 
	Schreiben der 

Viktoria 

Versicherung re:
	 	Victoria Versicherung letter
coverage for license agreement.pdf	 	 	 	 
	Betriebshaftpflichtv
ersicherung und
Versicherungs- und
Deckungssummen.

	 		 	 	 	 






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 







	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	First Amendment to
the Material
Transfer Agreement
signed November 24,
2003 between
Ribopharma AG and
Deutsches
Krebsforschungszentrum

	 	DKFZ MTA and license green mice
031124 1st amendment.pdf
	 	October 26, 2006
	 	Amendment to the
Material Transfer
Agreement between
Ribopharma AG and
DKFZ.
	 
	 	 	 	 	 	 
	Material Transfer
Agreement between
Ribopharma AG and
Deutsches
Krebsforschungszentr D
um 0

	 	KFZ MTA and license green mice
31124.pdf
	 	November 24, 2003
	 	Agreement governing
the disclosure of
by DKFZ of certain
biological material
under the control
of Dr. Bernd
Arnold.
	 
	 	 	 	 	 	 
	Fax from IP
Merchandisers to
Alnylam Europe AG
RE: Your Notice I
Letter dated L
February 19, 2006 L

	 	P Merchandisers Heidelberg
icence Agreement 070219 Notice
etter.pdf
	 	February 19, 2007
	 	Letter from IP
Merchandisers
accepting Alnylam’s
notice for
termination of the
“Non-exclusive
License Agreement
for Internal
Research Only”
	 
	 	 	 	 	 	 
	Non-Exclusive
License Agreement
for Internal
Research Use Only
between IP
Merchandisers GmbH
& Co. KG and I
Alnylam Europe AG L

	 	P Merchandisers TET-System 060206
icence contract.pdf
	 	February 6, 2006
	 	Grant of
non-exclusive
license for use of
the TET-System and
TET-Product(s) for
the purpose of
conducting in-house
research for
Alnylam’s own,
internal purposes.
	 
	 	 	 	 	 	 
	Letter from Alnylam
Europe AG to IP
Merchandisers GmbH
& Co. KG RE: License agreement
between IP
Merchandise GmbH &
Co. KG, TET Systems
Holdings GmbH & Co.
KG, and Alnylam
Europe AG,
effective February
6, 2006

	 	IP Merchandisers TET-System 070219
License Termination.pdf
	 	February 19, 2007
	 	Letter from Alnylam
terminating License
Agreement dated
February 6, 2006.







					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 






 









 




Corporate documents




	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Versicherungsschein 

der Victoria 

Haftpflichtversicherung

	 	1 Victoria plant third party insurance
060511.pdf
	 	May 11, 2006
	 	Insurance policy
re: third party
liability of
pharmaceutical
opreations
	 
	 	 	 	 	 	 
	Versicherungsscgein 

der DARAG: 

Betriebs-Vielschutz-

Versicherung

	 	2 Darag combined property insurance
061221.pdf
	 	March 8, 2007
	 	Insurance policy

re: multi damages

property insurance
	 
	 	 	 	 	 	 
	Nachtrag Zürich 

Versicherungs AG: 

gebündelte 

Sachversicherung

	 	2 Z rich combined property insurance
040308.pdf
	 	March 18, 2004
	 	Amendment to
insurance policy
re: multi damages
property insurance
	 
	 	 	 	 	 	 
	Versicherungsschein 

DARAG: 

Mittelständische 

Betriebsunterbrechun 

gs-Versicherung

	 	3 Darag operations interruption
insurance 061221.pdf
	 	March 8, 2007
	 	Insurance policy

re: operations

interruption

insurance
	 
	 	 	 	 	 	 
	Nachtrag Zürich 

Versicherungs AG: 

Feuer 

Betriebsunterbrechun 

gs-Versicherung

	 	3 Z rich operations interruption
insurance 040308.pdf
	 	March 18, 2004
	 	Amendment to
insurance policy
re: operations
interruption
insurance
	 
	 	 	 	 	 	 
	Versicherungsschein 

Alte Leipziger 

Versicherung AG: 

Elektronikversicherung

	 	4 Alte Leipziger electronic insurance
000908.pdf
	 	October 6, 2000
	 	Insurance policy

re: electronic

equipment insurance
	 
	 	 	 	 	 	 
	Versicherungsschein 

Gothaer Allgemeine 

Versicherung AG: 

Elektronikversicherung

	 	4 Gothaer electronic insurance 030912.pdf
	 	October 9, 2003
	 	Insurance policy

re: electronic

equipment insurance
	 
	 	 	 	 	 	 
	Nachtrag 

Versicherungsschein 

Gothaer Allgemeine 

Versicherung AG: 

Unfallversicherung

	 	5 Gothaer accident insurance 051125.pdf
	 	December 10, 2005
	 	Amendment to
insurance policy
re: accident
insurance covering
AB, RK and HPV.
	 
	 	 	 	 	 	 
	Versicherungsschein 

Generali 

Versicherung AG:

	 	6 Generali third party car insurance
060523.pdf
	 	July 7, 2006
	 	Insurance policy: third party car insurance, HPV
	Kraftfahrtversicherung
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Versicherungsschein 

Generali 

Versicherung AG:

	 	6 Generali third party car insurance
061121.pdf
	 	December 28, 2006
	 	Insurance policy: third party car insurance, RK
	Kraftfahrtversicherung
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Versicherungsschein 

Versicherungskammer 

Bayern:

	 	6 Versicherungskammer Bayern third party
car insurance 061108.pdf
	 	January 18, 2007
	 	Insurance policy: third party car insurance, AB
	Kraftfahrtversicherung
	 	 	 	 	 	 






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Stromliefervertrag
E.ON Power value

	 	9 E_ON Bayern energize pact 021121.pdf
	 	November 25, 2002
	 	Agreement on supply
of electricity and
correspondence
relating thereto
	 
	 	 	 	 	 	 
	Inanspruchnahme 

Diensterfindungen

	 	Bramlage Birgit.pdf
	 	July 28, 2006 ;
February 23, 2006;
July 28, 2006
	 	Letters to employee
notifying employee
of claim, by
company, to rights
in inventions made
by employee
	 
	 	 	 	 	 	 
	Inanspruchnahme 

Diensterfindung

	 	Constien Rainer.pdf
	 	July 28, 2006
	 	Letter to employee
notifying employee
of claim, by
company, to rights
in invention made
by employee
	 
	 	 	 	 	 	 
	Vereinbarungen über
Diensterfindung;
Inanspruchnahme
Diensterfindungen

	 	Geick Anke.pdf
	 	Agreements : July
1, 2003; Letters:
November 13, 2006;
February 22, 2006;
November 13, 2006;
November 13, 2006;
November 13, 2006
	 	Agreements on
transfer of right
in service
inventions; letters
to employee
notifying employee
of claim, by
company, to rights
in inventions made
by employee






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Vereinbarungen über
Diensterfindung;
Inanspruchnahme
Diensterfindungen

	 	Hadwiger Philipp.pdf
	 	Letters: February
22, 2006; February
23, 2006,; November
13, 2006; Agreement
April 5, 2005;
Letter: January 19,
2005;
Agreement:April 6,
2005; Letter
September 23, 2004;
Agreements: April
6, 2005; April 5,
2005; Letter March
24, 2005;
Agreements: July 9,
2003; July 1, 2003;
July 1, 2003; July
1, 2003; July 1,
2003; July 1, 2003;
July 1, 2003; July
1, 2003; July 1,
2003
	 	Agreements on
transfer of right
in service
inventions; letters
to employee
notifying employee
of claim, by
company, to rights
in inventions made
by employee
	 
	 	 	 	 	 	 
	Inanspruchnahme
Diensterfindung;
Vereinbarung über
Diensterfindungen

	 	John Matthias.pdf
	 	Letters: July 11,
2005; Agreement:
July 10, 2003;
November 13, 2003;
July 1, 2003; July
1, 2003; July 1,
2003; July 1, 2003
	 	Letter to employee
notifying employee
of claim, by
company, to rights
in inventions made
by employee;
Agreements on
transfer of right
in service
inventions
	 
	 	 	 	 	 	 
	Vereinbarung über 

Diensterfindung

	 	Limmer Sylvia.pdf
	 	Agreements: July 3,
2003; July 3, 2003;
July 3, 2003; July
3, 2003; July 3,
2003; July 3, 2003
	 	Agreements on
transfer of right
in service
inventions






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Vereinbarung über 

Diensterfindung

	 	Lorenz Christina.pdf
	 	June 30, 2003
	 	Agreement on
transfer of right
in service
invention
	 
	 	 	 	 	 	 
	Inanspruchnahmen
Diensterfindung;
Vereinbarungen über
Diensterfindung

	 	Röhl Ingo.pdf
	 	Letters: February
22, 2006; February
23, 2006;
Agreements: April
6, 2005; April 6,
2005; Letter:
September 23, 2004
	 	Letters to employee
notifying employee
of claim, by
company, to rights
in inventions made
by employee;
Agreements on
transfer of right
in service
inventions
	 
	 	 	 	 	 	 
	Vereinbarung über 

Diensterfindung

	 	Seiffert Stephan.pdf
	 	Agreement: April 6,
2005
	 	Agreement on
transfer of right
in service
invention
	 
	 	 	 	 	 	 
	Inanspruchnahmen
Diensterfindung;
Vereinbarung über
Diensterfindung

	 	Soutschek Jürgen.pdf
	 	Letters: November
13, 2006; November
13, 2006;
Agreement: April 5,
2004; Letters:
January 1, 2005;
November 13, 2006;
April 18, 2005;
July 11, 2005
	 	Letters to employee
notifying employee
of claim, by
company, to rights
in inventions made
by employee;
Agreement on
transfer of right
in service
inventions






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Inanspruchnahmen 

Diensterfindung

	 	Tan Pamela.pdf
	 	Letters: November
13, 2006; July 28,
2006; July 28,
2006; July 28,
2006; July 28,
2006; February 22,
2006; February 23,
2006; November 13,
2006; November 13,
2006; November 13,
2006; July 28,
2006; February 23,
2006






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Inanspruchnahmen
Diensterfindung;
Vereinbarungen über
Diensterfindung

	 	Vornlocher Hans-Peter.pdf	 	Letters: July 28,
2006; February 23,
2006; February 22,
2006; February 23,
2006; Agreement:	 	Letters to employee
notifying employee
of claim, by
company, to rights
in inventions made
by employee;
Agreement on
transfer of right
in service
inventions
	 

	 	 	 	April 5, 2005;
Letter: July 28,
2006; Agreement:	 	 
	 

	 	 	 	April 5, 2005;
Letter: January 19,
2005; Agreement:	 	 
	 

	 	 	 	April 6, 2005;
Letter: September
23, 2004;
Agreement: April 6,
2005; Letter: April
18, 2005;
Agreement: April 5,
2005;
Letter:April1,
2005; Agreement:	 	 
	 

	 	 
	 	April 5, 2005;
Letter: March 23,
2005; Agreements:
July 9, 2003; July
1, 2003; July 1,
2003; July 1, 2003;
July 1, 2003; July
1, 2003; July 1,
2003; Letter:
December 16, 2004;
Agreement: April 5,
2005.
	 	 
	 
	 	 	 	 	 	 
	Vereinbarung über 

Diensterfindung

	 	Woppmann Claudia.pdf
	 	July 10, 2003
	 	Agreement on
transfer of right
in service
inventions






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Andrea Bauer

	 	Bauer.pdf
	 	February 26, 2001
	 	Employment
agreement between
Ribopharma AG and
Ms. Andrea Bauer
(part-time
secretary)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Ursula 

Bauerfeind und

(ergänzende) 

Vereinbarung 

zwischen Alnylam 

Europe AG und 

Ursula Bauerfeind

	 	Bauernfeind.pdf
	 	July 22, 2003,
amended on February
2, 2006
	 	Employment
agreement between
Ribopharma AG and
Ms. Ursula
Bauernfeind
(medical-technical
lab assistant) and
amendment
agreementbetween
Alnylam Europa AG
and Ms. Ursula
Bauernfeind
	 
	 	 	 	 	 	 
	Vereinbarung 

zwischen Ribopharma 

AG und Andreas 

Bossko über die 

Benutzung eines 

Dienstwagens

	 	Bossko Car.pdf
	 	April 19, 2002
	 	Agreement between
Ribopharma AG and
Mr. Andreas Bossko
regulating the use
of a company car
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Birgit 

Bramlage

	 	Bramlage.pdf
	 	June 2/5, 2007
	 	Employment
agreement between
Ribopharma AG and
Ms. Birgit Bramlage
(scientific
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Ribopharma
AG und Dr. Rainer
Constien und
Zusatzvereinbarung
zwischen zum
Arbeitsvertrag
zwischen Alnylam
Europe AG und Dr.
Rainer Constien

	 	Constien.pdf
	 	July 21/24, 2003
amended on
September 29, 2005
	 	Employment
agreement between
Ribopharma and Dr.
Rainer Constien
(scientific
assistant) and
amendment agreement
between Alnylam
Europe AG and Dr.
Rainer Constien






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Petra 

Deuerling

	 	Deuerling.pdf
	 	May 9, 2001
	 	Employment
agreement between
Ribopharma AG and
Ms. Petra Deuerling
(technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam 

Europe AG und 

Andrea Forst

	 	Forst.pdf
	 	December 19, 2006
	 	Employment
Agreement between
Alnylam Europe AG
and Ms. Andrea
Forst (scientist)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Ribopharma
AG und Dr. Anke
Geick

	 	Geick.pdf
	 	February 12/14 2007
	 	Employment
agreement between
Ribopharma AG and
Dr. Anke Geick
(scientific
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Ribopharma
AG und Dr. Phillip
Hadwiger und
(ergänzende)
Vereinbarung
zwischen Alnylam
Europe AG und Dr.
Pfillip Hadwiger

	 	Hadwiger.pdf
	 	October 9/16, 2007
amended on May 4,
2007
	 	Employment
agreement between
Ribopharma AG and
Dr. Phillip
Hadwiger
(scientific
assistant) and
amendment agreement
between Alnylam
Europe AG and Dr.
Phillip Hadwiger
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Frank Hertel

	 	Hertel.pdf
	 	May 21, 2003
	 	Employment
agreement between
Ribopharma AG and
Mr. Frank Hertel
(technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Sonja 

Hoffmann

	 	Hoffmann.pdf
	 	July 3/4, 2001
	 	Employment
agreement between
Ribopharma AG and
Ms Sonja Hoffmann
(part-time
secretary)






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Arbeitsvertrag 

zwischen Alnylam 

Europe AG und 

Markus Hoßbach

	 	Hoábach.pdf
	 	May 7/9, 2007
	 	Employment
agreement between
Alnylam Europe AG
and Mr. Markus
Hoßbach (scientist)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Alnylam
Europe AG und Dr.
Kerstin
Jahn-Hofmann und
(ergänzende)
Vereinbarung

	 	Jahn-Hofmann.pdf
	 	November 14/15, 2005
amended on October
9, 2006
	 	Employment
agreement between
Alnylam Europe AG
and Dr. Kerstin
 Jahn-Hofmann
(senior scientist)
and amendment
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Ribopharma
AG und Dr. Matthias
John

	 	John.pdf
	 	January 12, 2001
	 	Employment
agreement between
Ribopharma AG and
Dr. Matthias John
(molecular
biologist/virologist
)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam 

Europe AG und 

Brigitte Kellner 

und (ergänzende) 

Vereinbarung

	 	Kellner.pdf
	 	October 24, 2005
amended on
September 21, 2006
	 	Employment
agreement between
Alnylam Europe AG
and Ms. Brigitte
Kellner (technical
assistant) and
amendment
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam 

Europe AG und 

Sabrina Krause und

(ergänzende) 

Vereinbarung

	 	Krause.pdf
	 	October 28, 2004
amended on December
15/18 2006
	 	Employment
agreement between
Alnylam Europe AG
and Ms. Sabrina
Krause (technical
assistant) and
amendment
	 
	 	 	 	 	 	 
	Vereinbarung
zwischen Ribopharma
AG und Dr. Roland
Kreutzer über die
Benutzung eines
Dienstwagens

	 	Kreutzer Car.pdf
	 	November 1, 2000
	 	Agreement between
Ribopharma AG and
Dr. Roland Kreutzer
regulating the use
of a company car






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 

\




	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	(ergänzende) 

Vereinbarung zum 

Arbeitsvertrag 

zwischen Alnylam 

Europe AG und Helga 

Künzel

	 	Knzel.pdf
	 	March 22, 2007
(referenced
employment
agreement dated
March 11, 2002)
	 	Amendment to
employment
agreement between
Alnylam Europe AG
and Helga Künzel
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Sandra 

Leuschner

	 	Leuschner.pdf
	 	January 18, 2001
	 	Employment
agreement between
Ribopharma AG and
Ms. Sandra
Leuschner
(biological
technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Nadine Linke

	 	Linke.pdf
	 	May 13, 2003
	 	Employment
agreement between
Ribopharma AG and
Ms. Nadine Linke
(medical technical
lab assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam 

Europe AG und Nina 

Mester und

(ergänzende) 

Vereinbarungen

	 	Mester.pdf
	 	January 30/February
1, 2006
Amended on August
2, 2006 and on
December 15, 2006
	 	Employment
agreement between
Alnylam Europe AG
and Nicole Mester
(computer scientist
for biology related
projects) and
amendments
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Astrid 

Müller

	 	M ller Astrid.pdf
	 	October 6/13, 2000
	 	Employment
agreement between
Ribopharma AG and
Ms. Astrid Mueller
(medical technical
lab assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Alnylam AG
und Denise Müller
(geb. Danz) und
(ergänzende)
Vereinbarung

	 	M ller Denise.pdf
	 	December 22/27, 2005
amended on January
24, 2007
	 	Employment
agreement between
Alnylam AG and Ms.
Denise Mueller (neé
 Danz) (technical
assistant) and
amendment






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Arbeitnehmerüberlass
ungsvertrag
zwischen Ribopharma
AG und Kontakt
e.V., Abt.
Gemeinnützige
Mitarbeiterüberlassu
ng, Bayreuth
betreffend Günther
Ott

	 	Ott.pdf
	 	October 11, 2002
	 	Employee lease
agreement between
Ribopharma AG and
Kontakt e.V.
regarding Mr.
Günther Ott (
technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Ribopharma
AG und Dr. Ingo
Röhl und
Zusatzvereinbarung
zwischen Alnylam
Europe AG und Dr.
Ingo Röhl

	 	R”hl.pdf
	 	August 7/11, 2003

amended on August

9, 2006
	 	Employment
agreement between
Ribopharma Ag and
Dr. Ingo Roehl
(scientific
assistant) and
amnement agreement
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Markus Schuster

	 	Schuster.pdf
	 	January 25/26, 2007
	 	Employment
agreement between
Alnylam AG and Mr.
Markus Schuster (
technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Harald 

Schuebel

	 	Schbel.pdf
	 	August 15, 2000
	 	Employment
agreement between
Ribopharma AG and
Mr. Harald Schuebel
(medical technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Stephan 

Seiffert

	 	Seiffert.pdf
	 	March 21, 2003
	 	Employment
agreement between
Alnylam AG and Mr.
Stephan Seiffert
(scientific
assistant)
Comment: unless the
agreement has been
amended the
employment expired
in April 2006






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Bettina 

Stein

	 	Stein.pdf
	 	April 9/14, 2003
	 	Employment
agreement between
Ribopharma AG and
Ms. Bettina Stein
(part-time
secretary)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Alnylam AG
und Dr. Caroline
Szesny

	 	Szesny.pdf
	 	May 29/30, 2006
	 	Employment
agreement between
Alnylam AG and Dr.
Caroline Szesny
(molecular
biologist)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Alnylam AG
und Dr. Pamela Tan
und (ergänzende)
Vereinbarungen

	 	Tan.pdf
	 	April 16, 2005
amended on May 11,
2005 and June 13,
2007
	 	Employment
agreement between
Alnylam AG and Dr.
Pamela Tan (senior
scientist)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Christine Thein

(mit Nachtrag)

	 	Thein.pdf
	 	October 21/24, 2005
Amended on
September 21, 2006
	 	Employment
agreement between
Alnylman AG and
Christine Thein
(technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Doris Trapper

(mit Nachträgen)

	 	Trapper.pdf
	 	March 29, 2004
Amended on October
25, 2004 and on
February 02, 2006
	 	Employment
agreement between
Alnylman AG and
Doris Trapper
(technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Linda Valis

	 	Valis.pdf
	 	April 17/28, 2007
	 	Employment
agreement between
Alnylam AG and
Linda Valis
(scientist)
	 
	 	 	 	 	 	 
	Dienstwagenvertrag
zwischen Ribopharma
AG und Dr.
Vornlocher

	 	Vornlocher Car.pdf
	 	May 26, 2003
	 	Agreement between
Ribopharma AG and
Dr Vornlocher on
the use of a
company car.






					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007
	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	Title of Agreement	 	Name of File 	 	Date of Agreement	 	Summary
	Arbeitsvertrag 

zwischen Alnylam AG 

und André Wetzel

	 	Wetzel.pdf
	 	December 13, 2005
	 	Employment
agreement between
Alnylam AG and René
Wetzel (technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Margit Wiegel

	 	Wiegel.pdf
	 	September 18, 2006
	 	Employment
agreement between
Alnylam AG and
Margit Wiegel
(part-time cleaner)
	 
	 	 	 	 	 	 
	Arbeitsvertrag
zwischen Ribopharma
AG und Dr. Johann
Wirsing

	 	Wirsing.pdf
	 	August 30, 2004
	 	Employment
agreement between
Alnylam AG and Dr.
Johann Wirsing
(head of IP
management)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Sabine Schürz

	 	 	 	June 11, 2004
	 	Employment
agreement between
Alnylam AG and
Sabine Schürz (now:
	(jetzt: Wolf) (und

Änderung)

	 	Wolf.pdf
	 	Amended on March

22, 2007
	 	Wolf) (part-time

animal keeper)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Ribopharma 

AG und Claudia 

Woppmann

	 	Woppmann.pdf
	 	September 22/23,
2002
	 	Employment
agreement between
Ribopharma AG and
Claudia Woppmann
(technical
assistant)
	 
	 	 	 	 	 	 
	Arbeitsvertrag 

zwischen Alnylam AG 

und Andrea Zimmer

(mit Ergänzung)

	 	Zimmer.pdf
	 	January 01, 2005
Amended on December
30, 2005
	 	Employment
agreement between
Alnylam AG and
Andrea Zimmer
(part-time
assistant IP
manager)







 









 





Schedule E




[RESERVED]




					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot. 512/2007







 









 





Schedule F




Transferring Individuals




	 	 	 
	Name	 	Job Title
	[**]

	 	[**]





Confidential Materials omitted and filed separately with the
Securities and
Exchange Commission. Asterisks denote omissions.
        [**]





					
	 	 	 	 	 
	wfp Waldmann Faesch & Partner
	 	Notar Etienne Petitpierre
	 	A. Prot.512/2007