EX-10.1



 Exhibit 10.1 

CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE 

This Confidential Settlement Agreement and Mutual Release (“Confidential Settlement Agreement”) is entered into as of the Effective
Date by and between Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V. (“MPG”), Max-Planck-Innovation GmbH (“MI”) (collectively referred to herein as “Max Planck”), and Alnylam Pharmaceuticals, Inc.
(“Alnylam”), on the one hand, and Whitehead Institute for Biomedical Research (“Whitehead”), Massachusetts Institute of Technology (“MIT”), and the University of Massachusetts (“UMass”), on the other hand.

 This Confidential Settlement Agreement is made with respect to the lettered recitals below. The Definitions set forth in Section 1
below apply to the recitals. 
 A. MPG, MI, Alnylam, Whitehead, MIT, and UMass are parties to the Litigation, which involves a dispute
concerning the Tuschl I Patent Family and the Tuschl II Patent Family. One of the claims asserted in the Litigation is UMass’s claim pursuant to 35 U.S.C. § 256 to have Phillip D. Zamore, Phillip A. Sharp, and David P. Bartel named as
co-inventors of two issued patents in the US Tuschl II Patent Family. 
 B. The Parties deem it to be in their best interests and to their
mutual advantage to settle their disputes on the terms and conditions set forth in this Confidential Settlement Agreement (including the exhibits attached hereto), without admitting liability, in order to achieve certainty in their business dealings
and to avoid the expense of litigation. As part of their settlement of the claims in the Litigation, including UMass’s counterclaim to correct inventorship (described above), the Parties have agreed to common ownership of the US Tuschl II
Patent Family on the terms and conditions set forth in this Confidential Settlement Agreement, including in the attached: Assignment Agreement, Amendment to the Alnylam License Agreement, and Exclusive License Agreement. 

NOW, THEREFORE, in consideration of all of the terms and conditions of this Confidential Settlement Agreement, the Parties agree as follows:

 1. Definitions. The following words and phrases shall have the meanings set forth below solely for purposes of this
Confidential Settlement Agreement. 
 1.1 “2001 Research Agreement” shall mean the JOINT INVENTION AND JOINT MARKETING
AGREEMENT between and among MPG, MI, Whitehead, MIT and UMass dated September 19, 2001. 
 1.2 “2003 Therapeutics
Agreement” shall mean the JOINT INVENTION AND JOINT MARKETING AGREEMENT FOR RNAI THERAPEUTIC PURPOSES between and among MPG, MI, MIT and Whitehead dated July 30, 2003. 

1.3 “Affiliate” shall mean any corporation or other business entity that now or in the future directly or indirectly
controls, is controlled by, or is under common control with, a Party or a third party (as the case may be as used in this Confidential Settlement Agreement). Control means direct or indirect ownership of, or other beneficial interest in, fifty
percent (50%) or more of the voting stock, other voting interest, or income of a corporation or other business 







 
entity, or possession of the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the corporation or other business entity. A corporation or other
business entity shall be an Affiliate only during such period of time that it meets the definition set forth in this Section 1.3. 

1.4 “Alnylam License Agreement” shall mean the Co-Exclusive License Agreement between and among MI and Alnylam dated
December 20, 2002, as amended, and as approved by Whitehead and MIT pursuant to the letter dated July 30, 2003. 
 1.5
“Amendment to the Alnylam License Agreement” shall mean the Amendment between and among Alnylam, MI, MIT and Whitehead attached hereto as Exhibit I. 

1.6 “Assignment Agreement” shall mean the Assignment Agreement between and among MPG, Whitehead, MIT and UMass attached
hereto as Exhibit A. 
 1.7 “University of Utah Claim” shall mean any Claim asserted by the University of Utah and/or
Brenda L. Bass, Ph.D., or an assignee of either of them, and relating to or involving any patent or patent application in The Tuschl I Patent Family and/or The Tuschl II Patent Family, including any claim that Brenda L. Bass, Ph.D. should be named
as an inventor or co-inventor of any patent or patent application in the Tuschl I Patent Family and/or the Tuschl II Patent Family, including without limitation any Claim under 35 U.S.C. § 256 and any declaratory judgment action
challenging any such Claim. 
 1.8 “Claim” or “Claims” shall mean any and all claims, actions, causes of action,
demands, costs, and charges of whatever nature, whether accrued now or hereafter, whether known or unknown, including without limitation any and all claims to recover attorneys’ fees and costs. 

1.9 “Defendants” shall mean Whitehead, UMass and MIT collectively. 

1.10 “Effective Date” shall mean March 14, 2011. 

1.11 “Exclusive License Agreement” shall mean the Exclusive License Agreement to the US Tuschl II Patent Family between UMass
and Alnylam attached hereto as Exhibit B. 
 1.12 “Litigation” shall mean the civil action entitled Max-Planck-Gesellschaft
zur Förderung der Wissenschaften e.V., Max-Planck-Innovation GmbH, and Alnylam Pharmaceuticals, Inc. v. Whitehead Institute for Biomedical Research, Massachusetts Institute of Technology, and the Board of Trustees of the University of
Massachusetts, pending in the United States District Court for the District of Massachusetts as Case No. 09-CV-11116-PBS. 
 1.13
“Merck” shall mean Merck & Co., Inc. and its Affiliates. 
 1.14 “Merck Option Agreement” shall
mean Merck’s rights under the non-exclusive option agreement relating to the US Tuschl II Patent Family as provided for in Section 2.2 of the Exclusive License Agreement. 

  
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 1.15 “Party” shall mean MPG, MI, Alnylam, Whitehead, MIT, or UMass, and when
used in the plural shall mean all of them. 
 1.16 “Plaintiffs” shall mean MPG, MI and Alnylam collectively. 

1.17 “Prosecution” shall mean the process of interacting with a patent office such as the USPTO with respect to a patent
application or patent, including but not limited to responding to office actions, conducting examiner interviews, filing continuing applications, drafting, amending and cancelling claims, pursuing appeals (including in a court, in the case of an
appeal from or a challenge to a patent office action or decision), or otherwise seeking allowance of a patent application or seeking correction, reexamination, reissue, or patent term extension of an issued patent. 

1.18 “Prosecution Guidelines” shall mean the Tuschl I and II Prosecution Guidelines attached as Exhibit C to this
Confidential Settlement Agreement. 
 1.19 “UMass-Sirna Agreement” shall mean the License Agreement between UMass and Sirna
Therapeutics, Inc., now Merck & Co., Inc. (“Merck”), dated September 8, 2003, as such license was in effect on the date on which the Litigation was initially filed. 

1.20 “UMass’s Inventorship Claim” shall mean UMass’s Claim in the Litigation pursuant to 35 U.S.C. § 256
to have Phillip D. Zamore, Phillip A. Sharp, and/or David P. Bartel named as co-inventors of two issued patents in the U.S. Tuschl II Patent Family, and any other Claim that may now or hereafter exist to have any or all of Phillip D. Zamore, Phillip
A. Sharp, or David P. Bartel named as an inventor on any application or patent in the Tuschl II Patent Family. 
 1.21
“USPTO” shall mean the United States Patent and Trademark Office. 
 1.22 “US Tuschl I Patent Family”
shall mean any and all patents issued by, and patent applications filed in, the USPTO as set forth in the attached Exhibit D, entitled “RNA sequence-specific mediators of RNA interference,” naming as inventors Thomas Tuschl, David P.
Bartel, Phillip A. Sharp, and Phillip D. Zamore, and any divisionals, continuations, continuation-in-part applications thereof, requests for continued examination, reissues or reexaminations of any of the foregoing filed in the USPTO. 

1.23 “Non-US Tuschl I Patent Family” shall mean any and all patents issued by, and patent applications filed in, any country
other than the United States as set forth in the attached Exhibit E, entitled “RNA sequence-specific mediators of RNA interference,” naming as inventors Thomas Tuschl, David P. Bartel, Phillip A. Sharp, and Phillip D. Zamore, and any
divisionals, continuations, continuation-in-part applications thereof, requests for continued examination, reissues or reexaminations of any of the foregoing filed in any country other than the United States. 

1.24 “The Tuschl I Patent Family” shall mean the US Tuschl I Patent Family and the Non-US Tuschl I Patent Family
collectively. 

  
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 1.25 “US Tuschl II Patent Family” shall mean any and all patents issued by, and
patent applications filed in, the USPTO as set forth in the attached Exhibit F, entitled “RNA Interference Mediating Small RNA Molecules,” naming as inventors Thomas Tuschl, Sayda Elbashir, and Winfried Lendeckel, and any divisionals,
continuations, continuation-in-part applications thereof, requests for continued examination, reissues or reexaminations of any of the foregoing filed in the USPTO. 

1.26 “Non-US Tuschl II Patent Family” shall mean any and all patents issued by, and patent applications filed in, any country
other than the United States as set forth in the attached Exhibit G, entitled “RNA Interference Mediating Small RNA Molecules,” naming as inventors Thomas Tuschl, Sayda Elbashir, and Winfried Lendeckel, and any divisionals, continuations,
continuation-in-part applications thereof, requests for continued examination reissues or reexaminations of any of the foregoing filed in any country other than the United States. 

1.27 “The Tuschl II Patent Family” shall mean the US Tuschl II Patent Family and the Non-US Tuschl II Patent Family
collectively. 
 1.28 “WGS Settlement Agreement” shall mean the Settlement Agreement between MI, MPG, and Alnylam, on one
hand, and Wolf, Greenfield & Sacks, P.C., on the other hand, attached hereto as Exhibit H. 
 2. Patent Prosecution.

 2.1 Prosecution of the US Tuschl I Patent Family. Max Planck shall have sole responsibility for Prosecution of the US
Tuschl I Patent Family. Prosecution shall be conducted according to the principles set forth in the Prosecution Guidelines, which are incorporated herein. Max Planck shall (i) keep all other Parties reasonably and promptly informed as to
Prosecution of the US Tuschl I Patent Family; (ii) furnish all other Parties copies of documents relevant to the Prosecution of the US Tuschl I Patent Family, including timely drafts of amendments and other responses to office actions
reasonably in advance of filing; and (iii) allow all other Parties to comment on all substantive prosecution matters with respect to the Prosecution of the US Tuschl I Patent Family. 

2.2 Prosecution of the Non-US Tuschl I Patent Family. UMass shall have sole responsibility for Prosecution of the Non-US Tuschl
I Patent Family. Prosecution shall be conducted according to the principles set forth in the Prosecution Guidelines, which are incorporated herein. UMass shall (i) keep all other Parties reasonably and promptly informed as to Prosecution of the
Non-US Tuschl I Patent Family; (ii) furnish all other Parties copies of documents relevant to the Prosecution of the Non-US Tuschl I Patent Family, including timely drafts of amendments and other responses to office actions reasonably in
advance of filing; and (iii) allow all other Parties to comment on all substantive prosecution matters with respect to the Prosecution of the Non-US Tuschl I Patent Family. 

2.3 Prosecution of the US Tuschl II Patent Family. Max Planck shall have sole responsibility for Prosecution of the US Tuschl II
Patent Family. Prosecution shall be conducted according to the principles set forth in the Prosecution Guidelines, which are 

  
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incorporated herein. Max Planck shall (i) keep all other Parties reasonably and promptly informed as to Prosecution of the US Tuschl II Patent Family; (ii) furnish all other Parties
copies of documents relevant to the Prosecution of the US Tuschl II Patent Family, including timely drafts of amendments and other responses to office actions reasonably in advance of filing; and (iii) allow all other Parties to comment on all
substantive prosecution matters with respect to the Prosecution of the US Tuschl II Patent Family. 
 2.4 Prosecution of the Non-US
Tuschl II Patent Family. Max Planck shall have sole responsibility for Prosecution of the Non-US Tuschl II Patent Family. Prosecution shall be conducted according to the principles set forth in the Prosecution Guidelines, which are
incorporated herein. Max Planck shall (i) keep all other Parties reasonably and promptly informed as to Prosecution of the Non-US Tuschl II Patent Family; (ii) furnish all other Parties copies of documents relevant to the Prosecution of
the Non-US Tuschl II Patent Family, including timely drafts of amendments and other responses to office actions reasonably in advance of filing; and (iii) allow all other Parties to comment on all substantive prosecution matters with respect to
the Prosecution of the Non-US Tuschl II Patent Family. 
 2.5 Outside Patent Prosecution Counsel. The Parties shall agree upon
a law firm to handle Prosecution of both the US Tuschl I and the US Tuschl II Patent Families. Such law firm shall initially be Lando & Anastasi, LLP. In the event that such law firm withdraws or Max Planck decides to change the law firm
prosecuting the US Tuschl I Patent Family and the US Tuschl II Patent Family, then Max Planck shall provide prompt notice of such event to MIT, UMass and Whitehead along with a recommended law firm to assume such prosecution from such point forward.
Max Planck’s recommendation shall be subject to consent by MIT, UMass and Whitehead, such consent not to be unreasonably withheld or delayed. MPG (and/or MI, as appropriate), MIT, UMass and Whitehead shall each execute a Power of Attorney in
favor of the agreed-upon law firm (or replacement law firm, as the case may be), as well as a reasonable conflict of interest waiver in the form requested by such law firm (or replacement law firm, as the case may be) that waives any conflict of
interest in connection with the Prosecution of The Tuschl I and The Tuschl II Patent Families. The Parties shall also agree upon law firms to handle Prosecution of the Non-US Tuschl I and Non-US Tuschl II Patent Families and shall likewise execute
Powers of Attorney and (if requested) reasonable conflict of interest waivers that waive any conflict of interest in connection with the Prosecution of The Tuschl I and The Tuschl II Patent Families in favor of such law firms. The Parties agree that
the law firm of Nelson Mullins Riley & Scarborough LLP may handle Prosecution of the Non-US Tuschl I Patent Family and that they will execute Powers of Attorney and reasonable conflict of interest waivers in favor of such law firm that
waive any conflict of interest in connection with the Prosecution of The Tuschl I and The Tuschl II Patent Families. The Parties agree that the law firm of Weickman & Weickman may handle Prosecution of the Non-US Tuschl II Patent Family and
that they will execute Powers of Attorney and reasonable conflict of interest waivers that waive any conflict of interest in connection with the Prosecution of The Tuschl I and The Tuschl II Patent Families in favor of such law firm. 

2.6 No Goldstein Petition. The Parties agree not to seek to withdraw the Powers of Attorney they execute pursuant to
Section 2.5 above, whether through a petition filed in the USPTO pursuant to 37 CFR § 1.36 under In re Goldstein, 16 USPQ2d 1963 (Dep. Ass’t Com’r for Patents 1988), or otherwise. Further, each Party hereby consents to,
and does, waive 

  
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any conflict of interest of any attorney designated pursuant to Section 2.5 above in connection with the Prosecution of The Tuschl I and The Tuschl II Patent Families. Each Party further
represents and warrants that it has consented to such conflict waiver after consultation with independent counsel and that the implications and risks of common representation in connection with the Prosecution of The Tuschl I and The Tuschl II
Patent Families as provided for herein have been explained to them. 
 2.7 Costs of Patent Prosecution. As between Max Planck,
Whitehead, MIT and UMass, Max Planck shall pay for all expenses, including attorneys’ fees, incurred in the Prosecution of the US Tuschl I Patent Family, the US Tuschl II Patent Family, and the Non-US Tuschl II Patent Family, PROVIDED THAT
nothing herein shall be deemed to relieve any research reagent licensee of an existing obligation to pay, in addition to royalties, a portion of all fees and costs, including attorneys’ fees, incurred in the Prosecution of The Tuschl I Patent
Family and The Tuschl II Patent Family under the terms set forth in the license agreements entered pursuant to the 2001 Research Agreement. As between Max Planck, Whitehead, MIT and UMass, UMass shall pay for all expenses, including attorneys’
fees, incurred in the Prosecution of the Non-US Tuschl I Patent Family, PROVIDED THAT nothing herein shall be deemed to relieve any research reagent licensee of an existing obligation to pay, in addition to royalties, a portion of all fees and
costs, including attorneys’ fees, incurred in the Prosecution of The Tuschl I Patent Family under the terms set forth in the license agreements entered pursuant to the 2001 Research Agreement. For avoidance of doubt, this Section 2.7 does
not authorize any Party to amend, and does not require any Party to consent to any amendment of, any license granted pursuant to the 2001 Research Agreement. 

2.8 Amendment to 2001 Research Agreement. The third Whereas clause on page 1 of the 2001 Research Agreement is hereby amended to
replace “MPG” with “MPG, M.I.T., Whitehead and UMass ... “ with the remainder of that Whereas clause to remain unchanged. Section 1, entitled “Patent Management,” and Section 3(a) of the section entitled
“Patent Maintenance,” of the 2001 Research Agreement are hereby superseded in their entirety and replaced by the provisions of Section 2.1 through 2.5 and 2.7 of this Confidential Settlement Agreement. Section 4, entitled
“Sharing of Revenue,” of the 2001 Research Agreement is hereby amended to read as follows: “First, a five percent (5%) administration fee shall be deducted from all revenue and equity received by the licensing agent, whether
M.I.T. or GI, from license fees and royalties from the PATENT PACKAGE. Then, the remaining revenue and equity shall be distributed by M.I.T. and GI on at least a quarterly basis as follows: (a) 50% shall be paid to GI, and shall be attributed
to the MPG Invention. (b) 50% shall be paid to M.I.T., and shall be distributed in the following way by M.I.T.: ...” Clauses (i), (ii), and (iii) of Section 4 remain unchanged. 

2.9 Amendment to 2003 Therapeutics Agreement. Section 1, entitled “Patent Management,” and Section 2(a) of
the section entitled “Patent Maintenance,” of the 2003 Therapeutics Agreement are hereby superseded in their entirety and replaced by the provisions of Sections 2.1 through 2.5 and 2.7 of this Confidential Settlement Agreement. 

2.10 Allocation of Research Reagent Royalties. The Parties agree that, notwithstanding the provisions of Section 2.8 above,
and notwithstanding the provisions of Section 4, entitled “Sharing of Revenue,” of the 2001 Research Agreement as amended above, 

  
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Whitehead shall receive the first Five Hundred Thousand Dollars ($500,000) of royalty revenues received from the research licenses pursuant to the 2001 Research Agreement in each of calendar
years 2011, 2012, 2013 and 2014, prior to any such royalties being otherwise disbursed or used by MIT or MI pursuant to the provisions of Section 4 of the 2001 Research Agreement, as amended above. Once Whitehead has received the first Five
Hundred Thousand Dollars ($500,000) of royalty revenues in a calendar year, the remaining royalty revenues received in that calendar year shall be disbursed or used by MIT or MI pursuant to the provisions of Section 4 of the 2001 Research
Agreement, as amended above, without any adjustment or offset of the amount due to Whitehead under such provisions as a result of the payments provided by this Section 2.10. For the sake of clarity, the Parties agree that, for calendar years
2011, 2012, 2013 and 2014, the deductions and distributions provided in Section 4 of the 2001 Research Agreement, as amended by Section 2.8 of this Confidential Settlement Agreement, shall only apply to royalty revenues in excess of Five
Hundred Thousand Dollars ($500,000). 
 2.11 UMass Transfer of Royalties to Whitehead. (a) UMass agrees that it shall pay
to Whitehead the sum of Five Hundred Thousand Dollars ($500,000) on or before December 31, 2015, either from the royalties received by UMass under the 2001 Research Agreement prior to that time or from another source that UMass, in its sole
discretion, selects. UMass shall be obligated to make this payment to Whitehead on or before December 31, 2015, regardless of whether the royalties received by UMass under the 2001 Research Agreement prior to that time total less than Five
Hundred Thousand Dollars ($500,000). (b) Without prejudice to Whitehead’s right to enforce the foregoing obligation set forth in Section 2.11(a) through legal action, UMass agrees, and hereby authorizes MIT, that in the event
that UMass does not timely make the payment required by Section 2.11(a) to Whitehead, MIT should pay directly to Whitehead any and all royalties due to UMass under the 2001 Research Agreement starting on January 1, 2016, until such time as
Whitehead has received the entire Five Hundred Thousand Dollars ($500,000) due to Whitehead under this Section 2.11. 
 2.12
Bayh-Dole Reports. To the extent that any periodic reports must be filed with the U.S. Government under the provisions of the Bayh-Dole Act in connection with the prosecution of The Tuschl I Patent Family, Max Planck agrees to timely
provide MIT with the necessary information to prepare such reports and MIT agrees to prepare and file such reports on behalf of all of the co-owners of The Tuschl I Patent Family. 

3. Other Agreements. 

3.1 Assignment Agreement, Exclusive License Agreement, and Amendment to the Alnylam License Agreement. Not later than the
Effective Date, MPG, Whitehead, MIT, and UMass shall execute and deliver the Assignment Agreement. Immediately following delivery of the Assignment Agreement, (i) Alnylam and UMass shall execute and deliver the Exclusive License Agreement, and
(ii) Alnylam, MI, MIT and Whitehead shall execute and deliver the Amendment to the Alnylam License Agreement. 
 3.2 WGS
Settlement Agreement. Not later than the Effective Date, MPG, MI, Alnylam and Wolf, Greenfield & Sacks, P.C. shall enter into the WGS Settlement Agreement. 

  
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 3.3 University of Utah Claim. The Parties acknowledge that the University of Utah
has asserted that Brenda L. Bass, Ph.D., may be an inventor or co-inventor on one or more claims in the Tuschl I and/or Tuschl II Patent Families. Max Plank believes that the University of Utah Claim has no merit. Nevertheless, in order to clarify
responsibilities for responding to any University of Utah Claim, the Parties agree as follows: 
 3.3.1 Subject to
Section 3.3.3, commencing on the Effective Date, Alnylam shall defend and indemnify MPG, MI, Whitehead, MIT and UMass from any and all loss, cost, damage or expense (including but not limited to attorneys’ fees) incurred as a result of a
University of Utah Claim. 
 3.3.2 Subject to Section 3.3.3, Alnylam shall have sole and exclusive control over any and
all responses to a University of Utah Claim, including without limitation control over selection of counsel to represent MPG, MI, Whitehead, MIT and UMass in connection with a University of Utah Claim after good faith consideration of the views of
Whitehead, MIT and UMass concerning the selection of counsel, sole and exclusive control over any litigation of such University of Utah Claim and all decisions in such litigation, as well as the authority to settle a University of Utah Claim without
the consent of MPG, MI, MIT, Whitehead or UMass but after good faith consideration of the views of Whitehead, MIT and UMass concerning any settlement. Notwithstanding the foregoing, UMass shall have a right of prior approval over significant
litigation decisions concerning, and settlement of, any non-patent claims or non-patent counterclaims to the extent they affect the interests of the Commonwealth of Massachusetts, such approval not to be unreasonably withheld or delayed, and counsel
representing UMass must be approved by the Massachusetts Attorney General, be appointed as a Special Assistant Attorney General, and comply with the guidelines of the Massachusetts Attorney General with respect to that appointment. For avoidance of
doubt, this Section 3.3.2. does not authorize any Party to amend, and does not require any Party to consent to any amendment of, the 2001 Research Agreement, the 2003 Therapeutic Agreement or the Alnylam License Agreement. 

3.3.3 In the event there arises an actual or potential conflict of interest between a Party (the “Conflicted Party”)
and Alnylam with respect to a University of Utah Claim such that representation of the Conflicted Party by the counsel retained by Alnylam would be inappropriate because of such conflict of interest, Alnylam shall not thereafter have control over
the Conflicted Party’s response to, or litigation involving, such University of Utah Claim and the Conflicted Party shall be entitled to select its own counsel, which counsel shall be paid for by the Conflicted Party and not by Alnylam. Alnylam
shall further obtain the consent of the Conflicted Party to settle a University of Utah Claim, which consent shall not be unreasonably withheld. 

3.3.4 MPG, MI, Whitehead, MIT, and UMass shall cooperate fully with Alnylam in connection with any University of Utah Claim
(including but not limited to the selection of counsel, subject to Section 3.3.3) and shall promptly provide reasonable access to all necessary documents, information, 

  
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and persons under their control, and to render reasonable assistance in response to a request by Alnylam for such assistance, provided that Alnylam promptly reimburses MPG, MI, Whitehead, MIT,
and UMass for any costs and expenses they reasonably incur in connection therewith, except in the event that MPG, MI, Whitehead, MIT and/or UMass retains their own counsel for such University of Utah Claim as provided in Section 3.3.3. 

3.4 UMass Payments to Alnylam. In consideration of the rights granted under the Merck Option Agreement, UMass shall pay Alnylam
(i) fifty percent (50%) of any additional payments or other consideration (exclusive of any milestone payments due under the UMass-Sirna Agreement) that UMass receives from Merck solely for rights to the US Tuschl II Family, and
(2) four percent (4%) of royalty income (exclusive of any milestone payments due under the UMass-Sirna Agreement) that UMass receives from Merck solely for rights to the US Tuschl II Family. For the avoidance of any doubt, the Parties
acknowledge and agree: (i) UMass shall have no obligation to make any payment to Alnylam in the event that UMass and Merck agree that the milestone payment provided for in the UMass-Sirna Agreement upon issuance of a patent in the US Tuschl I
Patent Family shall be due if a patent issues in either the US Tuschl I Patent Family or the US Tuschl II Patent Family; (ii) if UMass increases the consideration it receives from Merck above the consideration described in the UMass-Sirna
Agreement in exchange for rights to the US Tuschl II Patent Family, then Alnylam shall be entitled to fifty percent (50%) of such increased amount; and (iii) if UMass receives income under the UMass-Sirna Agreement solely as a result of
the license of the US Tuschl II Patent Family (i.e., such payments would not have been made on account of the license to the US Tuschl I Patent Family), then Alnylam shall be entitled to four percent (4%) of such amount. UMass shall make such
payments to Alnylam not later than sixty (60) days after receipt of the corollary payment from Merck. 
 3.5 No Termination of
Merck Option Agreement. No challenge to the validity, enforceability, or inventorship of any application or patent in the Non-US Tuschl II Patent Family made by Merck outside of the United States shall have the effect of terminating
Merck’s rights under Merck Option Agreement. 
 3.6 No Use of Merck License. Max Planck and Alnylam agree that neither
the existence nor the terms of any license entered into by Merck pursuant to a Merck Option Agreement for rights to the US Tuschl II Patent Family shall be admissible for any purpose in any infringement action, opposition proceeding, nullity
proceeding, or other judicial or administrative proceeding in which the validity of any member of the Tuschl II Patent Family may be challenged. 

4. Survival of the 2001 Research Agreement and 2003 Therapeutics Agreement. Except as explicitly amended by this Confidential
Settlement Agreement, the 2001 Research Agreement and the 2003 Therapeutics Agreement remain in force and effect. The Parties further covenant and agree that the allocation and distribution of revenue and equity under the 2001 Research Agreement as
amended by this Confidential Settlement Agreement and under the 2003 Therapeutics Agreement as amended by this Confidential Settlement Agreement shall remain unchanged regardless of the issuance or non-issuance of patents in either The Tuschl I
Patent Family or The Tuschl II Patent Family. 

  
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 5. Challenges to The Tuschl I and The Tuschl II Patent Families. 

5.1 No Challenges. Alnylam, Max Planck, Whitehead, MIT and UMass and their Affiliates shall not voluntarily challenge or cause
to be challenged the validity, enforceability or inventorship of any patents in The Tuschl I Patent Family or The Tuschl II Patent Family before any court, agency, or other tribunal (including the USPTO). 

5.2 No Participation. Alnylam, Max Planck, Whitehead, MIT and UMass and their Affiliates shall not initiate, or knowingly
support or assist any third party with, any legal or administrative proceeding that seeks to invalidate, revoke, reexamine, challenge inventorship or render unenforceable any patents in The Tuschl I Patent Family or The Tuschl II Patent Family,
including any proceeding before the USPTO. As used in the preceding sentence, “knowingly” shall mean knowing that the participation or assistance, at the time it is given, relates to any actual or prospective legal or administrative
proceeding that seeks to invalidate, revoke, reexamine, or render unenforceable any patents in The Tuschl I Patent Family or The Tuschl II Patent Family, including any proceeding before the USPTO. Nothing herein shall preclude a Party from
participating in such a proceeding to support the validity or enforceability of any patent in The Tuschl I Patent Family or The Tuschl II Patent Family. No Party shall be deemed to have violated any provision of this Section 5 based solely on
activities: (i) undertaken by one or more of its licensees or Merck, without any support of such activities by the Party; (ii) undertaken at the request of a licensee, of a license granted pursuant to the 2001 Research Agreement, to the
extent such activities are required by the license agreement as it currently provides as of the Effective Date; or (iii) required by a lawful subpoena or court order. For avoidance of doubt, this Section 5.2 does not authorize any Party to
amend, and does not require any Party to consent to any amendment of, any license granted pursuant to the 2001 Research Agreement. 
 5.3
Compelled Testimony. Sections 5.1 and 5.2 shall not apply to any testimony, documents or other evidence provided in response to a subpoena or order issued by any court, tribunal, or agency. 

6. No Further Conveyances of Rights. (a) UMass, MIT and Whitehead each covenant and agree, other than as expressly provided
for, or agreed to, in: the 2001 Research Agreement, the 2003 Therapeutics Agreement, the Alnylam License Agreement or the two non-asserts attached to the August 6, 2004 letter from MIT to Kevin Nash of Dharmacon, (i) not to dedicate to the
public nor to convey to any entity whatsoever, including to any of its or their Affiliates, whether by assignment, license or otherwise, any interest in the US Tuschl II Patent Family without the prior written consent of Max Planck; and
(ii) not to make any representation in any form or manner that any patent application or patent in the US Tuschl II Patent Family may be used for research purposes. (b) Under no circumstance shall UMass, MIT or Whitehead disclaim or
otherwise relinquish ownership of any US Tuschl II Patent without the prior written consent of Max Planck. In the event that UMass, MIT or Whitehead does disclaim or otherwise relinquish its ownership interest in any US Tuschl II Patent, such Party
shall be deemed to have disclaimed and relinquished its ownership interest in every patent in the US Tuschl II Patent Family and every patent in The Tuschl I Patent Family in order to maintain common ownership between The Tuschl I Patent Family and
The Tuschl II Patent Family. (c) For purposes of clarity, this Section 6 does not affect or limit the rights and abilities of any licensing agent under the 

  
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2001 Research Agreement or the 2003 Therapeutics Agreement to negotiate and enter into licenses with any third party on behalf of the parties to those agreements, subject to existing contractual
obligations. 
 7. Releases, Covenants Not to Sue, and Dismissals. 

7.1 Releases by Plaintiffs. Plaintiffs, on behalf of themselves and their predecessors, successors, assigns, and Affiliates, do
hereby now and forever release and discharge Defendants, and their predecessors, successors, assigns, and Affiliates, and each of their respective current and former trustees, officers, directors, employees, agents, attorneys, and representatives,
from: (i) any and all Claims concerning any act or omission occurring prior to the execution of this Confidential Settlement Agreement that are related to, or connected in any way with, the Tuschl I Patent Family, the Tuschl II Patent Family,
UMass’s Inventorship Claim, or the Litigation, including without limitation any and all claims that were raised or could have been raised in the Litigation, any and all claims for breach of the 2001 Research Agreement, the 2003 Therapeutics
Agreement, or the Alnylam License Agreement; and (ii) any and all Claims to recover attorneys’ fees and costs, or to be defended, indemnified, or held harmless, in connection with The Tuschl I and/or The Tuschl II Patent Families,
(including without limitation the Prosecution of The Tuschl I and/or The Tuschl II Patent Families), UMass’s Inventorship Claim, the Litigation, the 2001 Research Agreement, the 2003 Therapeutics Agreement, or the Alnylam License Agreement,.

 7.2 Releases by Defendants. Defendants, on behalf of themselves and their predecessors, successors, assigns, and Affiliates
(collectively, the “Releasing Entities”), do hereby now and forever release and discharge Plaintiffs, and their predecessors, successors, assigns, and Affiliates, and each of their respective current and former trustees, officers,
directors, employees, agents, attorneys, and representatives, from: (i) any and all Claims concerning any act or omission occurring prior to the execution of this Confidential Settlement Agreement that are related to, or connected in any way
with, The Tuschl I Patent Family, The Tuschl II Patent Family, UMass’s Inventorship Claim, or the Litigation, including without limitation any and all claims that were raised or could have been raised in the Litigation, any and all claims for
breach of the 2001 Research Agreement, the 2003 Therapeutics Agreement, or the Alnylam License Agreement; and (ii) any and all Claims to recover attorneys’ fees and costs, or to be defended, indemnified, or held harmless, in connection
with The Tuschl I Patent Family, The Tuschl II Patent Family (including without limitation the Prosecution of The Tuschl I Patent Family or The Tuschl II Patent Family), UMass’s Inventorship Claim, the Litigation, the 2001 Research Agreement,
the 2003 Therapeutics Agreement, or the Alnylam License Agreement, provided, however, that the release contained in this Section 7.2 shall not extend to any claim for indemnification under Section 7.1 of the Alnylam License Agreement for a
claim brought against Whitehead or MIT by a non-Releasing Entity other than a claim seeking to recover attorneys’ fees and costs in connection with the Litigation or a claim seeking to recover attorneys’ fees and costs incurred prior to
the Effective Date in connection with the Prosecution of The Tuschl I Patent Family or The Tuschl II Patent Family. 
 7.3 Releases by
Whitehead. Whitehead, on behalf of itself and its predecessors, successors, assigns, and Affiliates, does hereby now and forever release and discharge UMass and MIT, and their predecessors, successors, assigns, and Affiliates, and each


  
 - 11 - 








 
of their respective current and former trustees, officers, directors, employees, agents, attorneys, and representatives, from: (i) any and all Claims concerning any act or omission occurring
prior to the execution of this Confidential Settlement Agreement that are related to, or connected in any way with, the Tuschl I Patent Family, the Tuschl II Patent Family, UMass’s Inventorship Claim, or the Litigation, including without
limitation any and all claims that were raised or could have been raised in the Litigation, any and all claims for breach of the 2001 Research Agreement, the 2003 Therapeutics Agreement, or the Alnylam License Agreement; and (ii) any and all
Claims to recover attorneys’ fees and costs, or to be defended, indemnified, or held harmless, in connection with The Tuschl I and/or The Tuschl II Patent Families, (including without limitation the Prosecution of The Tuschl I and/or The Tuschl
II Patent Families), UMass’s Inventorship Claim, the Litigation, the 2001 Research Agreement, the 2003 Therapeutics Agreement, or the Alnylam License Agreement. 

7.4 Releases by UMass and MIT. UMass and MIT, on behalf of themselves and their predecessors, successors, assigns, and
Affiliates, do hereby now and forever release and discharge Whitehead and each other, and their predecessors, successors, assigns, and Affiliates, and each of their respective current and former trustees, officers, directors, employees, agents,
attorneys, and representatives, from: (i) any and all Claims concerning any act or omission occurring prior to the execution of this Confidential Settlement Agreement that are related to, or connected in any way with, the Tuschl I Patent
Family, the Tuschl II Patent Family, UMass’s Inventorship Claim, or the Litigation, including without limitation any and all claims that were raised or could have been raised in the Litigation, any and all claims for breach of the 2001 Research
Agreement, the 2003 Therapeutics Agreement, or the Alnylam License Agreement; and (ii) any and all Claims to recover attorneys’ fees and costs, or to be defended, indemnified, or held harmless, in connection with The Tuschl I and/or The
Tuschl II Patent Families, (including without limitation the Prosecution of The Tuschl I and/or The Tuschl II Patent Families), UMass’s Inventorship Claim, the Litigation, the 2001 Research Agreement, the 2003 Therapeutics Agreement, or the
Alnylam License Agreement. 
 7.5 Covenant Not to Sue. The Parties and their Affiliates shall not now or at any time in the
future initiate any legal proceeding anywhere in the world asserting any Claim released pursuant to Sections 7.1 through 7.4. Any Party that breaches (or whose Affiliate breaches) the obligations under this Section 7.5 (i) consents to the
dismissal of such legal proceeding and to the entry of a permanent injunction restraining the breaching Party (or Affiliate) from initiating any future legal proceeding asserting any Claim released pursuant to this Confidential Settlement Agreement;
and (ii) shall be liable to the other Party and its Affiliates for their reasonable attorneys’ fees and costs incurred in securing the dismissal of such legal proceeding and the entry of such permanent injunction. 

7.6 Dismissal of Litigation. Not later than three (3) business days after the Effective Date, the Parties shall file a
Stipulated Order of Dismissal, in the form of Exhibit J attached hereto, requesting the court to dismiss with prejudice the Litigation and all claims and counterclaims asserted therein. 

7.7 No Licenses or Releases to Unnamed Third Parties. For the sake of clarity, the Parties acknowledge and agree that this
Confidential Settlement Agreement grants no license to and releases no Claims against any other third party not specifically provided for in this Confidential Settlement Agreement or the Exhibits thereto. 

  
 - 12 - 








 8. Further Assurances. Each Party covenants and agrees that it shall execute and
deliver such other documents as may be required to implement any provision of this Agreement. 
 9. Limitation of Remedies.
UNLESS A REPRESENTATION OR WARRANTY OF A PARTY IN THIS CONFIDENTIAL SETTLEMENT AGREEMENT IS KNOWINGLY FALSE, IN NO OTHER EVENT SHALL THE PARTIES, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, DIRECT OR INDIRECT, FOR A BREACH OF THIS CONFIDENTIAL SETTLEMENT AGREEMENT, INCLUDING ECONOMIC DAMAGES, ATTORNEYS’ FEES (EXCEPT AS SET FORTH IN SECTION 7.5), DIRECT OR INDIRECT, OR INJURY TO PROPERTY OR LOST PROFITS,
REGARDLESS OF WHETHER THE PARTY OR PARTIES SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. 

10. Confidentiality. 

10.1 Limitations on Disclosure. The Parties and their counsel shall take reasonable measures to ensure that the terms of this
Confidential Settlement Agreement remain strictly confidential and are not disclosed to any third party, except as specifically set forth in Sections 10.1.1 through 10.1.6. 

10.1.1 Pursuant to Order. The terms of this Confidential Settlement Agreement may be disclosed pursuant to any
order or subpoena requiring disclosure in any legal proceeding, but only so long as the Party that has the disclosure requirement provides the other Parties with written notice of such requirement not later than ten business days after first
learning of such order or subpoena. 
 10.1.2 Professional Advisers. The terms of this Confidential Settlement
Agreement may be disclosed to any Party’s attorney, accountant, auditor, or insurer, but only so long as any such person or entity is informed of this confidentiality provision and agrees in writing to take reasonable measures to keep the terms
of this Confidential Settlement Agreement strictly confidential and prevent their disclosure to any third party except as permitted by Section 10.1.5. 

10.1.3 Merck. The terms of this Confidential Settlement Agreement may be disclosed to Merck, but only so long as
Merck is informed of this confidentiality provision and agrees in writing to take reasonable measures to keep the terms of this Confidential Settlement Agreement strictly confidential and prevent their disclosure to any third party except as
permitted by Section 10.1.5 and 10.1.6. 

  
 - 13 - 








 10.1.4 Licensees. A redacted version of this Confidential
Settlement Agreement may be disclosed to any licensee of a license agreement entered into pursuant to the 2001 Research Agreement solely to the extent required by such license agreement with any of the Parties, provided that all terms and provisions
of this Confidential Settlement Agreement that need not be disclosed to such licensee are redacted, and further provided that the disclosing Party takes reasonable measures to keep the terms of this Confidential Settlement Agreement strictly
confidential and prevent their disclosure to any third party except as permitted by Section 10.1.5. Prior to making any such disclosure, the Party intending to make the disclosure shall provide the other Parties with a redacted version of this
Confidential Settlement Agreement to be disclosed pursuant to this Section 10.1.4 and give the other Parties a reasonable opportunity to object to the content of the redacted document on the ground that it would disclose more information than
authorized by this Section 10.1. 
 10.1.5 Required by Law. The terms of this Confidential Settlement Agreement
may be disclosed as required by law, including but not limited to any disclosure required to be made pursuant to the reporting obligations applicable to nonprofit corporations or recipients of federal funds or as required by the Securities and
Exchange Commission or other such regulatory authorities, or as required by the Office of the Attorney General of the Commonwealth of Massachusetts. Prior to making any such disclosure, the Party intending to make the disclosure shall provide the
other Parties with a redacted version of this Confidential Settlement Agreement to be disclosed pursuant to this Section 10.1.5 and give the other Parties a reasonable opportunity to object to the content of the redacted document on the ground
that it would disclose more information than authorized by this Section 10.1.5. 
 10.1.6 Public Information.
Any term of this Confidential Settlement Agreement may be disclosed publicly only to the extent such term is publicly known or widely disseminated to the public, other than through the wrongful act of the Party or its Affiliates, prior to the
disclosure by the Party. 
 10.2 Media Inquiries. Notwithstanding the generality of the restrictions imposed by
Section 10.1, a Party may disclose that there has been a settlement of the Parties’ disputes, the terms of which settlement are confidential, and Alnylam may issue the press release attached hereto as Exhibit K. No other statements or
releases to the press shall be made by any Party concerning the terms of this Confidential Settlement Agreement, except that the Parties may disclose the information contained in Alnylam’s press release and may disclose that pursuant to the
settlement, The Tuschl II Patent Family became co-owned by MPG, Whitehead, MIT and UMass. 
 11. Final and Binding Agreement.
Each Party agrees that it has made such investigation of all matters pertaining to this Confidential Settlement Agreement that such Party deems necessary. Each Party agrees that it is not relying in any manner on any statement, promise,
representation or omission, whether oral or written, express or implied, made by any person or entity, not specifically set forth in this Confidential Settlement Agreement (or in an 

  
 - 14 - 








 
exhibit attached hereto), including but not limited to any statement, promise, representation or omission concerning The Tuschl I Patent Family, The Tuschl II Patent Family or the Litigation.
Each Party acknowledges that, after execution of this Confidential Settlement Agreement, such Party may discover facts different from or in addition to those which it now knows or believes to be true. Nevertheless, each Party agrees that this
Confidential Settlement Agreement shall be and remain in full force and effect in all respects, notwithstanding such different or additional facts. This Confidential Settlement Agreement is intended to be, and is, final and binding on all Parties,
regardless of any allegation of misrepresentation, mistake of law or fact, or any other circumstances whatsoever, unless a Party knowingly made a false representation or warranty in this Confidential Settlement Agreement. 

12. Assignment. This Confidential Settlement Agreement is personal to the Parties and no rights or obligations under this
Confidential Settlement Agreement may be assigned by any Party without the prior written consent of the other Parties. 
 13.
Compromise Agreement. This Confidential Settlement Agreement is a compromise and settlement of disputed Claims and is not intended to be, nor shall be construed as, any admission of liability or wrongdoing by any Party. 

14. Warranties and Representations. 

14.1 No Assignment of Claims. Each Party warrants and represents that such Party has not sold, assigned, conveyed, pledged,
encumbered, or otherwise in any way transferred to any person or entity any Claim released by such Party pursuant to this Confidential Settlement Agreement. 

14.2 No Assignment of Patent Ownership. Each Party warrants and represents that such Party has not sold, assigned, conveyed,
pledged, encumbered, or otherwise in any way transferred to any person or entity any ownership or partial ownership interest in the Tuschl I Patent Family as of the Effective Date. 

14.3 Independent Advice. Each Party warrants and represents that it has received or had the opportunity to obtain independent
legal advice from such Party’s attorney with respect to the rights and obligations arising from, and the advisability of executing, this Confidential Settlement Agreement. 

14.4 Due Authorization. Each Party warrants and represents that such Party is fully entitled and duly authorized to enter into
and deliver this Confidential Settlement Agreement. In particular, and without limiting the generality of the foregoing, each Party warrants and represents that it is fully entitled to grant the releases, enter into the covenants, and undertake the
obligations set forth herein. 
 14.5 Corporate Power. The Parties warrant and represent that they are duly organized and
validly existing, and that they have full corporate power and authority to enter into this Confidential Settlement Agreement and carry out the provisions hereof. 

  
 - 15 - 








 14.6 Survival of Warranties. All warranties and representations set forth in this
Confidential Settlement Agreement (and in any exhibit attached hereto) shall survive the execution and delivery of this Confidential Settlement Agreement. 

14.7 Licenses Granted Under 2001 Research Agreement. 

14.7.1 MIT License Grants. MIT warrants and represents that the only licenses that MIT has granted pursuant to
the 2001 Research Agreement under which a current or former licensee currently has any rights or Claims are licenses to Ambion (now a wholly owned subsidiary of Life Technologies), Dharmacon (now a wholly owned subsidiary of ThermoFisher
Scientific), Qiagen, Sigma Aldrich Co. and Merck & Co. Inc. 
 14.7.2 Max Planck License Grants. Max
Planck warrants and represents that it has not granted any licenses pursuant to the 2001 Research Agreement under which a current or former licensee currently has any rights or Claims. 

15. General Provisions. 

15.1 Choice of Law. This Confidential Settlement Agreement shall be governed by and construed in accordance with the internal
substantive laws of the Commonwealth of Massachusetts as applied to contracts made and wholly performed within the Commonwealth of Massachusetts without regard to its principles of choice of law. Each Party agrees that it shall not argue to any
court or other tribunal that the substantive laws of the state Commonwealth of Massachusetts do not govern the construction or enforcement of this Confidential Settlement Agreement. 

15.2 No Oral Modification. No provision of this Confidential Settlement Agreement can be waived, modified, amended, or
supplemented except in a writing that expressly references this Confidential Settlement Agreement and is signed by an authorized representative of each Party to be bound. 

15.3 No Construction Against Drafter. Because all Parties have participated in drafting, reviewing, and editing the language of
this Confidential Settlement Agreement, no presumption for or against any Party arising out of drafting all or any part of this contract shall be applied in any action whatsoever. 

15.4 No Third-Party Beneficiaries. The Parties agree that there are no third-party beneficiaries of any kind to this
Confidential Settlement Agreement. 
 15.5 Entire Agreement. This Confidential Settlement Agreement, along with the
Prosecution Guidelines attached as Exhibit A hereto, constitutes the entire agreement and understanding between the Parties and supersedes all prior agreements and understandings as to its subject matter, whether written or oral, with the exception
of (1) the Exclusive License Agreement; (2) the Assignment Agreement; (3) the 2001 Research Agreement, as amended by this Confidential Settlement Agreement and the Exclusive License Agreement; (4) the 2003 Therapeutics Agreement,
as amended by this Confidential Settlement Agreement and the Exclusive License Agreement; (5) the Alnylam License Agreement; and (6) the Amendment to the Alnylam License Agreement. 

  
 - 16 - 








 15.6 Severability. Should a provision of this Confidential Settlement Agreement be
found to be void, illegal or unenforceable, the remaining provisions of this Confidential Settlement Agreement will not cease to be effective. The Parties shall negotiate in good faith to replace such void, illegal or unenforceable provision by a
new provision which reflects, to the extent possible, the original intent of the Parties. 
 15.7 Headings. The subject
headings used in this Confidential Settlement Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any provisions of this document. 

15.8 Notices. Any notices to be given under this Agreement shall be delivered personally, or sent by registered or certified
mail, courier, fax or e-mail, to the party at its address below or at such other address as may be supplied in writing. 
 Notices as
described above shall be provided to the following: 
 If to MAX PLANCK: 

Managing Director 
 Max Planck
Innovation GmbH 
 Amalienstr. 33 

80799 Munich 
 Germany 

If to ALNYLAM: 
 Alnylam
Pharmaceuticals, Inc. 
 300 Third Street 

Cambridge, MA 02142 
 Attn:
General Counsel 
 If to MIT: 

Massachusetts Institute of Technology 

77 Massachusetts Ave. 
 Cambridge,
MA 02139-4307 
 Attn: Office of the General Counsel 

If to WHITEHEAD: 
 Vice
President 
 Whitehead Institute 

Nine Cambridge Center 
 Cambridge,
MA 02142-1493 

  
 - 17 - 








 If to UMASS: 

Office of Technology Management 

University of Massachusetts 
 222
Maple Avenue 
 Higgins Building, Suite 114 

Shrewsbury, MA 01545 
 Attn:
Executive Director 
 15.9 Execution in Counterparts. This Confidential Settlement Agreement may be executed and delivered in
any number of counterparts. When each Party has signed and delivered at least one counterpart to all other Parties, each counterpart shall be deemed an original and all counterparts, taken together, shall constitute one and the same agreement, which
shall be binding and effective on the Parties hereto. This Confidential Settlement Agreement shall not become binding on the Parties hereto unless it has been executed by authorized representatives of all Parties. 

  
 - 18 - 








 IN WITNESS WHEREOF, the Parties have approved and executed this Confidential Settlement Agreement
as of the Effective Date. 
  

					
	MAX-PLANCK-GESELLSCHAFT ZUR FÖRDERUNG DER WISSENSCHAFTEN e.V
			
		 	By:	 	 /s/ Joe Gelies

			
		 	Its:	 	 Authorized Representative

	
	MAX-PLANCK-INNOVATION GmbH
			
		 	By:	 	 /s/ Joe Gelies

			
		 	Its:	 	 Managing Director

	
	UNIVERSITY OF MASSACHUSETTS
			
		 	By:	 	 /s/ James P. McNamara, Ph.D

			
		 	Its:	 	 Executive Director, Office of Technology Management

			
		 	and	 	
			
		 	By:	 	 /s/ Deirdre Heatwole

			
		 	Its:	 	 General Counsel

	
	ALNYLAM PHARMACEUTICALS, INC.
			
		 	By:	 	 /s/ Barry Greene

			
		 	Its:	 	 President and Chief Operating Officer

	
	MASSACHUSETTS INSTITUTE OF TECHNOLOGY
			
		 	By:	 	 /s/ R. Gregory Morgan

			
		 	Its:	 	 VP & General Counsel

	
	WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH
			
		 	By:	 	 /s/ Martin Mullins

			
		 	Its:	 	 Vice President



  
 - 19 - 








 EXHIBIT A 







 Exhibit A 

ASSIGNMENT 

WHEREAS, MAX-PLANCK-GESELLSCHAFT ZUR FÖRDERUNG DER WISSENSCHAFTEN E.V., a corporation duly organized and existing under the laws of
Germany (“MPG”), represents and warrants that it is the owner of 100% of the entire right, title and interest in and to the TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS, defined as the patents and patent applications filed in
the United States Patent and Trademark Office set forth in the attached Schedule A, entitled “RNA Interference Mediating Small RNA Molecules” by Thomas Tuschl, Sayda Elbashir, and Winfried Lendeckel, and any divisionals,
continuations, continuation-in-part applications directed to the same subject matter, continued prosecution applications, reissues or reexaminations of any of the foregoing filed in the United States Patent and Trademark Office. (For the avoidance
of doubt, TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS does not include any Tuschl II patents or patent applications filed outside of the United States, and no rights or interest in any such patents or patent applications are granted
under this Assignment.) 
 WHEREAS, MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly organized and existing under the laws of the
Commonwealth of Massachusetts (“M.I.T.”), WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH, a Delaware corporation (“WHITEHEAD”), and the UNIVERSITY OF MASSACHUSETTS, a public institution of higher education duly organized and
existing under the laws of the Commonwealth of Massachusetts (“UMASS”), each wish to acquire an undivided share of all right, title and interest in and to the TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS. 

WHEREAS, MPG wishes to transfer, convey and assign to each of M.I.T., WHITEHEAD and UMASS an undivided share of all right, title and interest
in and to the 







 
TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS, and to retain all remaining right, title and interest in and to the TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS for itself, so
that MPG, M.I.T., WHITEHEAD and UMASS shall be joint owners of the TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS. 
 NOW
THEREFORE, for good and valuable consideration, the adequacy of which is hereby acknowledged, MPG hereby transfers, conveys and assigns to each of M.I.T., WHITEHEAD and UMASS an undivided share of all right, title and interest in and to the TUSCHL
II UNITED STATES PATENTS AND PATENT APPLICATIONS, including but not limited to the right to sue for past, present and future infringement of same. MPG retains an undivided share of all right, title and interest in and to the TUSCHL II UNITED STATES
PATENTS AND PATENT APPLICATIONS. 

  
 - 2 - 








 IN WITNESS WHEREOF, THROUGH the signatures of their authorized representatives below, the parties
hereto have caused this Assignment to be made and executed as of this 14th day of March, 2011. 
  

					
	MAX-PLANCK-GESELLSCHAFT ZUR FÖRDERUNG DER WISSENSCHAFTEN e.V
			
		 	By:	 	 /s/ Joe Gelies

			
		 	Its:	 	 Authorized Representative

	
	MASSACHUSETTS INSTITUTE OF TECHNOLOGY
			
		 	By:	 	 /s/ R. Gregory Morgan

			
		 	Its:	 	 VP and General Counsel

	
	WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH
			
		 	By:	 	 /s/ Martin A. Mullins

			
		 	Its:	 	 Vice President

	
	UNIVERSITY OF MASSACHUSETTS
			
		 	By:	 	 /s/ James P. McNamara, Ph.D.

			
		 	Its:	 	 Executive Director, Office of Technology Management



  
 - 3 - 








 SCHEDULE A 







 Schedule A 

TUSCHL II UNITED STATES PATENTS AND PATENT APPLICATIONS 

 

			
	 U.S. Application No.
	  	 U.S. Patent No.

	10/433,050	  	
	10/832,248	  	7,078,196
	10/832,257	  	
	10/832,432	  	7,056,704
	11/142,865	  	
	11/142,866	  	
	11/634,138	  	
	11/634,129	  	
	12/260,443	  	
	12/537,602	  	
	12/537,632	  	
	12/591,829	  	
	12/683,070	  	
	12/683,081	  	
	12/794,071	  	
	12/819,444	  	
	12/834,311	  	
	12/835,086	  	
	12/838,786	  	
	12/879,300	  	
	12/897,374	  	








 EXHIBIT B 







 EXHIBIT B 

Exhibit B has been filed separately as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 2, 2015 and is incorporated herein
by reference. 







 EXHIBIT C 







 Exhibit C 

Tuschl I and II Prosecution Guidelines 

General Principle: 
 Maximize the commercial
potential of the T1 and T2 inventions by prosecuting their respective United States patent applications in a manner that leads to valid and enforceable T1 and T2 claims that are not substantially different in scope than those currently pending. 

Specifics 
 1. The parties shall
agree to execute the necessary documents to create common ownership of the T1 and T2 patent families in the United States. When common ownership is established, except as provided for herein, no party may dedicate to the public or convey to any
other party by assignment, license or otherwise any interest that they acquired in T2 nor may they make any statements that T2 intellectual property is free to be used for research purposes. 

2. Prosecution of T1 and T2 United States applications shall be undertaken in a coordinated manner, controlled by Max Planck consistent with
the guidelines set forth in this document. The other parties shall have the right to comment on all substantive prosecution matters and such comments shall be considered in good faith by Max Planck. A law firm to be agreed upon by the parties would
prosecute T1 outside of the United States. UMass shall control prosecution of T1 outside the US in accordance with these guidelines, using such law firm to oversee such prosecution. The other parties shall have the right to comment on all
substantive prosecution matters and such comments shall be considered in good faith by UMass. 
 3. Max Planck shall diligently prosecute
the T1 claims as broadly as possible including to cover multiple structures of RNA molecules and shall not narrow the claim scope, either through claim amendment or statements made during prosecution, of any issued or pending T1 claims case without
the consent of the other co-owners, not to be unreasonably withheld, nor prosecute the T2 claims to the intentional detriment of T1 and vice versa. 

4. A third party gatekeeper/arbiter shall be identified along with a simple, speedy dispute resolution mechanism in the event there is
disagreement among the parties regarding the implementation of these rules and guidelines. The arbiter shall initially be [TO BE AGREED BY THE PARTIES]. When a dispute arises among the parties, the arbiter shall consider in good faith the
position(s) of each party in the dispute which the parties shall have at least fifteen (15) days to submit to such arbiter. The arbiter shall render his/her decision in an unbiased manner in accordance with the General Principles and Specifics
set forth in this document within five (5) business days of receiving all relevant documentation from the parties and, at the arbiter’s discretion, discussion with the parties; provided, however, that the arbiter shall hold no ex parte
meetings or substantive conversations with the parties without the consent of all of the parties. In the event that the arbiter is no longer willing or capable of serving in this function, a replacement shall be selected as follows: each of the
parties shall nominate five potential replacements and any potential arbiter appearing on each of the relevant lists shall be the arbiter and the parties shall attempt in good faith to secure such arbiter’s services. In the event that there is
more than one arbiter that appears on each such list, the parties shall agree in good faith 







 
which arbiter to approach first. In the event that there are no arbiters in common, the parties shall repeat the process until an arbiter appears on each such list or all of the parties can
otherwise agree on an arbiter. 
 5. As soon as practical, an interview shall be arranged with the T1 and T2 patent examiners jointly to
discuss both patent families in a coordinated fashion to help optimize the prosecution strategy going forward. A representative of each T1 owner shall be entitled to attend the interview. 

6. A prosecution roadmap shall be created consistent with the guidelines above, for each pending patent family, taking into consideration the
specific issues raised in each case and subject to the right of the other parties to comment and the dispute resolution mechanism. The parties acknowledge that any such roadmap is subject to change and must be flexible. 

7. Where required, terminal disclaimers will be filed in both T1 and T2 patent applications. 







 Exhibit D 







 Exhibit D 

US Tuschl I Patent Family 
  

			
	 Application No
	  	 Patent No

	09/821,832	  	
	10/255,568	  	
	11/474,738	  	
	11/474,919	  	
	11/474,930	  	
	11/474,932	  	
	11/880,355	  	
	11/880,464	  	
	12/897,744	  	
	12/897,749	  	
	12/897,754	  	
	12/897,756	  	
	12/897,759	  	
	12/897,740	  	
	13/008,636	  	
	60/193,594	  	
	60/265,232	  	








 EXHIBIT E 







 Exhibit E 

Non-US Tuschl I Patent Family 
  

					
	 Country
	  	 Application No
	  	 Patent No

	Australia	  	2001249622	  	2001249622
	Australia	  	2007214287	  	
	Brazil	  	PI01075365	  	
	Canada	  	2404890	  	
	European Patent Convention	  	1922870.9	  	1309726
	European Patent Convention	  	10184711.9	  	
	European Patent Convention	  	10184520.4	  	
	European Patent Convention	  	10184660.8	  	
	European Patent Convention	  	08168152.0	  	
	Hong Kong	  	09107803.3	  	
	Israel	  	151928	  	
	Israel	  	192467	  	
	Israel	  	202350	  	
	Japan	  	2001-573036	  	
	Korea, Republic of	  	10-2002-7012832	  	10-0919786
	Korea, Republic of	  	10-2010-7014840	  	
	Korea, Republic of	  	2008-7005061	  	
	New Zealand	  	553687	  	553687
	New Zealand	  	522045	  	522045
	New Zealand	  	572384	  	
	Patent Cooperation Treaty	  	PCT/US01/10188	  	
			
	Austria	  	01922870.9	  	E450621
	Belgium	  	01922870.9	  	1309726
	Switzerland	  	01922870.9	  	1309726
	Cyprus	  	01922870.9	  	1309726
	Germany	  	01922870.9	  	60140676.1
	Denmark	  	01922870.9	  	DK/EP1039726
	Spain	  	01922870.9	  	1309726
	Finland	  	01922870.9	  	1309726
	France	  	01922870.9	  	1309726
	United Kingdom	  	01922870.9	  	1309726
	Greece	  	01922870.9	  	3071392
	Ireland	  	01922870.9	  	1309726
	Italy	  	01922870.9	  	20941BE/2010









					
	 Country
	  	 Application No
	  	 Patent No

	Liechtenstein	  	01922870.9	  	1309726
	Luxembourg	  	01922870.9	  	1309726
	Monaco	  	01922870.9	  	1309726
	Netherlands	  	01922870.9	  	1309726
	Portugal	  	01922870.9	  	1309726
	Sweden	  	01922870.9	  	1309726
	Turkey	  	01922870.9	  	TR 201001272


  
 - 2 - 








 EXHIBIT F 







 Exhibit F 

US Tusch1 II Patent Family 
  

			
	 U.S. Application No.
	  	 U.S. Patent No.

	10/433,050	  	
	10/832,248	  	7,078,196
	10/832,257	  	
	10/832,432	  	7,056,704
	11/142,865	  	
	11/142,866	  	
	11/634,138	  	
	11/634,129	  	
	12/260,443	  	
	12/537,602	  	
	12/537,632	  	
	12/591,829	  	
	12/683,070	  	
	12/683,081	  	
	12/794,071	  	
	12/819,444	  	
	12/834,311	  	
	12/835,086	  	
	12/838,786	  	
	12/879,300	  	
	12/897,374	  	








 EXHIBIT G 







 Exhibit G 

Non-US Tuschl II Patent Family 
  

					
	 Country Name
	  	 Application No.
	  	 Patent Number

	Albania	  	EP 01985833.1	  	1407044
	Albania	  	AL-P-2008-2819	  	
	Australia	  	2010212438	  	
	Australia	  		  	2002235744
	Australia	  		  	2007203385
	Austria	  		  	EP1407044
	Belgium	  		  	EP1407044
	Brazil	  	PI 0115814-7	  	
	Canada	  	2,429,814	  	
	China (People’s Republic)	  	2009 10 148 888.2	  	
	China (People’s Republic)	  	2009 10 148 887.8	  	
	China (People’s Republic)	  	2009 10 148 886.3	  	
	China (People’s Republic)	  		  	ZL01820900.9
	Cyprus, Republic of	  		  	EP1407044
	Czech Republic	  	2003-1839	  	
	Denmark	  		  	EP1407044
	European Patent Convention	  	10179952.6	  	
	European Patent Convention	  	10180025.8	  	
	European Patent Convention	  	10179947.6	  	
	European Patent Convention	  	07014533.9	  	
	Finland	  		  	1407044
	France	  		  	EP1407044
	Germany	  		  	EP1407044









					
	 Country Name
	  	 Application No.
	  	 Patent Number

	Greece	  		  	EP1407044
	Hong Kong	  	08105073.1	  	
	Hong Kong	  	10105412.7	  	
	Hong Kong	  	10105414.5	  	
	Hong Kong	  	10104709.2	  	
	Hungary	  	P03 02557	  	
	India	  	612/KOL NP/2003	  	
	India	  	2718/KOL NP/2010	  	
	Ireland	  		  	EP1407044
	Israel	  	155991	  	
	Israel	  	207727	  	
	Italy	  	EP 01985833.1	  	EP1407044
	Japan	  	2010-046471	  	
	Japan	  	2009-210276	  	
	Japan	  		  	4 095 895
	Japan	  		  	4494392
	Latvia	  		  	EP1407044
	Liechtenstein	  		  	EP1407044
	Lithuania	  		  	EP1407044
	Luxembourg	  		  	EP1407044
	Macedonia	  		  	1407044
	Mexico	  		  	257426
	Monaco	  		  	1407044
	Netherlands	  	EP 01985833.1	  	
	Netherlands	  		  	1407044
	New Zealand	  		  	525888
	Norway	  	20032464	  	
	Patent Cooperation Treaty	  	PCT/EP01/13968	  	
	Poland	  	P 365784	  	
	Poland	  	P 384789	  	
	Portugal	  		  	1407044
	Republic of Korea	  		  	872437
	Republic of Korea	  		  	10-0909681
	Romania	  		  	1407044
	Russian Federation	  	2003119457	  	2322500
	Russian Federation	  	2007131270	  	
	Singapore	  		  	96891


  
 - 2 - 









					
	 Country Name
	  	 Application No.
	  	 Patent Number

	Slovenia	  		  	1407044
	South Africa	  		  	2003/3929
	Spain	  		  	1407044
	Sweden	  		  	1407044
	Switzerland	  		  	EP1407044
	Turkey	  		  	1407044
	United Kingdom	  		  	EP1407044


  
 - 3 - 








 EXHIBIT H 







 Exhibit H 

SETTLEMENT AGREEMENT 

This Settlement Agreement is entered into as of the Effective Date by and between Max-Planck-Gesellschaft zur Förderung der
Wissenschaften e. V. (“MPG”), Max-Planck-Innovation GmbH (“MI”) (collectively referred to herein as “Max Planck”), and Alnylam Pharmaceuticals, Inc. (“Alnylam”), on the one hand, and Wolf,
Greenfield & Sacks, PC (“Wolf Greenfield”), on the other hand. 
 This Settlement Agreement is made with respect to the
lettered recitals below. The Definitions set forth in Section 1 below apply to the recitals. 
 A. WHEREAS, MPG and Wolf Greenfield are
parties to the Litigation; 
 B. WHEREAS, the Parties deem it to be in their best interests and to their mutual advantage to settle their
disputes on the terms and conditions set forth in this Settlement Agreement, without admitting liability; 
 NOW, THEREFORE, in
consideration of all of the terms and conditions of this Settlement Agreement, the Parties agree as follows: 
 1.
Definitions. The following words and phrases shall have the meanings set forth below solely for purposes of this Settlement Agreement. 

1.1 “Claims” shall mean any and all claims, counterclaims, actions, causes of action, demands, costs, and charges of
whatever nature, whether known or unknown, including without limitation any and all claims to recover attorneys’ fees and costs. 

1.2 “Effective Date” shall mean March 14, 2011. 

1.3 “Litigation” shall mean the civil action entitled Max-Planck-Gesellschaft zur Förderung der
Wissenschaften e.V. v. Wolf, Greenfield & Sacks, PC, pending in the United States District Court for the District of Massachusetts as Civil Action No. 1:09-CV-11168-PBS. 

1.4 “Party” shall mean MPG, MI, Alnylam or Wolf Greenfield, and when used in the plural shall mean all of them.

 2. Releases, Covenants Not to Sue, and Dismissals. 

2.1 Releases by MPG, MI and Alnylam. MPG, MI, and Alnylam, on behalf of themselves and their predecessors, successors,
and assigns, do hereby now and forever release and discharge Wolf Greenfield, and its predecessors, successors, and assigns, and each of its respective current and former shareholders, trustees, officers, directors, employees, agents, attorneys,
insurers and representatives (but only in the representatives’ capacities as such), from any and all Claims concerning any act or omission occurring prior to or on the Effective Date, including without limitation any and all Claims arising
under, related to, or connected in any way with the Litigation. 







 2.2 Releases by Wolf Greenfield. Wolf Greenfield, on behalf of itself and
its predecessors, successors, and assigns, does hereby now and forever release and discharge MPG, MI, and Alnylam and their predecessors, successors, and assigns, and each of their respective current and former shareholders, trustees, officers,
directors, employees, agents, attorneys, insurers and representatives (but only in the representatives’ capacities as such), from any and all Claims concerning any act or omission occurring prior to or on the Effective Date, including without
limitation any and all Claims arising under, related to, or connected in any way with the Litigation. 
 2.3 Covenant
Not to Sue. The Parties shall not now or at any time in the future initiate any legal proceeding anywhere in the world asserting any Claim released pursuant to Sections 7.1 and 17.2. Any Party that breaches the obligations under this
Section 7.5 (i) consents to the dismissal of such legal proceeding and to the entry of a permanent injunction restraining the breaching Party from initiating any future legal proceeding asserting any Claim released pursuant to this
Settlement Agreement; and (ii) shall be liable to the other Party for their reasonable attorneys’ fees and costs incurred in securing the dismissal of such legal proceeding and the entry of such permanent injunction. 

2.4 Dismissal of Litigation. Not later than three business days after the earlier of (i) the entry by the District
Court of the Vacatur requested in the Joint Stipulated Motion filed pursuant to Section 2.5; or (ii) sixty (60) days after the Effective Date, the Parties shall file a Stipulated Order of Dismissal, in the form of Exhibit A attached
hereto, requesting the District Court to dismiss with prejudice the Litigation and all Claims asserted therein. 
 2.5
Joint Stipulated Motion for Vacatur. Not later than three business days after the Effective Date, MPG and Wolf Greenfield shall file the Joint Stipulated Motion for Vacatur of the Court’s September 14, 2010 Memorandum and
Order (Dkt #108), in the form attached as Exhibit B hereto. 
 3. Further Assurances. Each Party covenants and
agrees that it shall execute and deliver such other documents as may be required to implement any provision of this Settlement Agreement. 

4. Limitation of Remedies. IN NO EVENT SHALL THE PARTIES, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES
BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, FOR A BREACH OF THIS SETTLEMENT AGREEMENT, INCLUDING ECONOMIC DAMAGES, ATTORNEYS’ FEES (EXCEPT AS PROVIDED IN SECTION 7.5), DIRECT OR INDIRECT, OR INJURY TO PROPERTY OR LOST
PROFITS, REGARDLESS OF WHETHER THE PARTY OR PARTIES SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. 

5. Confidentiality. 

5.1 Limitations on Disclosure. The Parties and their counsel shall take all reasonable measures to ensure that the terms
of this Settlement Agreement remain strictly confidential and are not disclosed to any third party, except as follows: 

5.1.1 Pursuant to Order. The terms of this Settlement Agreement may be disclosed pursuant to any order or
subpoena requiring disclosure in any legal proceeding, so long as the Party that has the disclosure requirement provides the other Parties with written notice of such requirement not later than ten business days after first learning of such order or
subpoena. 

  
 - 2 - 








 5.1.2 Professional Advisers. The terms of this Settlement
Agreement may be disclosed to any Party’s attorney, accountant, auditor, or insurer, but only so long as any such person or entity is informed of this confidentiality provision and agrees in writing to take all reasonable measures to keep the
terms of this Settlement Agreement strictly confidential and prevent their disclosure to any third party except as permitted by Section 5.1.3. 

5.1.3 Required by Law. The terms of this Settlement Agreement may be disclosed as required by law,
including but not limited to any disclosure required to be made pursuant to the reporting obligations applicable to nonprofit corporations or recipients of federal funds or as required by the Securities Exchange Commission or other such regulatory
authorities. 
 6. Final and Binding Agreement. Each Party agrees that it has made such investigation of all
matters pertaining to this Settlement Agreement that such Party deems necessary. Each Party agrees that it is not relying in any manner on any statement, promise, representation or omission, whether oral or written, express or implied, made by any
person or entity, not specifically set forth in this Settlement Agreement. Each Party acknowledges that, after execution of this Settlement Agreement, such Party may discover facts different from or in addition to those which it now knows or
believes to be true. Nevertheless, each Party agrees that this Settlement Agreement shall be and remain in full force and effect in all respects, notwithstanding such different or additional facts. This Settlement Agreement is intended to be, and
is, final and binding on all Parties, regardless of any allegation of misrepresentation, fraud, mistake of law or fact, or any other circumstances whatsoever. 

7. Assignment. This Settlement Agreement is personal to the Parties and no rights or obligations under this Settlement
Agreement may be assigned by any Party without the prior written consent of the other Parties. 
 8. Compromise
Agreement. This Settlement Agreement is a compromise and settlement of disputed Claims and is not intended to be, nor shall be construed as, any admission of liability or wrongdoing by any Party. 

9. Warranties and Representations. 

9.1 No Assignment of Claims. Each Party warrants and represents that such Party has not sold, assigned, conveyed,
pledged, encumbered, or otherwise in any way transferred to any person or entity any Claim released by such Party pursuant to this Settlement Agreement. 

9.2 Independent Advice. Each Party warrants and represents that it has received or had the opportunity to obtain
independent legal advice from such Party’s attorney with respect to the rights and obligations arising from, and the advisability of executing, this Settlement Agreement. 

  
 - 3 - 








 9.3 Due Authorization. Each Party warrants and represents that such Party is
fully entitled and duly authorized to enter into and deliver this Settlement Agreement. In particular, and without limiting the generality of the foregoing, each Party warrants and represents that it is fully entitled to grant the releases, enter
into the covenants, and undertake the obligations set forth herein. 
 9.4 Corporate Power. The Parties warrant
and represent that they are duly organized and validly existing, and that they have full corporate power and authority to enter into this Settlement Agreement and carry out the provisions hereof. 

9.5 Survival of Warranties. All warranties and representations set forth in this Agreement shall survive the execution
and delivery of this Settlement Agreement. 
 10. General Provisions. 

10.1 Choice of Law. This Settlement Agreement shall be governed by and construed in accordance with the internal
substantive laws of the Commonwealth of Massachusetts as applied to contracts made and wholly performed within the Commonwealth of Massachusetts without regard to its principles of choice of law. Each Party agrees that it shall not argue to any
court or other tribunal that the substantive laws of the state Commonwealth of Massachusetts do not govern the construction or enforcement of this Settlement Agreement. 

10.2 No Oral Modification. No provision of this Settlement Agreement can be waived, modified, amended, or supplemented
except in a writing that expressly references this Settlement Agreement and is signed by an authorized representative of each Party to be bound. 

10.3 No Construction Against Drafter. Because all Parties have participated in drafting, reviewing, and editing the
language of this Settlement Agreement, no presumption for or against any Party arising out of drafting all or any part of this contract shall be applied in any action whatsoever. 

10.4 Entire Agreement. This Settlement Agreement constitutes the entire agreement and understanding between the Parties
and supersedes all prior agreements and understandings as to its subject matter. 
 10.5 Headings. The subject
headings used in this Settlement Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any provisions of this document. 

10.6 Notices. Any notices to be given under this Agreement shall be delivered personally, or sent by registered or
certified mail, courier, fax or e-mail, to the party at its address below or at such other address as may be supplied in writing. 

  
 - 4 - 








 Notices as described above shall be provided to the following: 

If to Max Planck: 

Managing Director 
 Max Planck
Innovation GmbH 
 Amalienstr. 33 

80799 Munich 
 Germany 

If to Alnylam: 
 Alnylam
Pharmaceuticals, Inc. 
 300 Third Street 

Cambridge, MA 02142 
 Attn:
General Counsel 
 If to Wolf Greenfield 

Jason Honeyman 
 WOLF,
GREENFIELD & SACKS, PC 
 600 Atlantic Avenue 

Boston, Massachusetts 02210-2206 

Phone: (617) 646-8222 
 Fax:
(617) 646-8646 
 jhoneyman@wolfgreenfield.com 

10.7 Execution in Counterparts. This Settlement Agreement may be executed and delivered in any number of counterparts.
When each Party has signed and delivered at least one counterpart to all other Parties, each counterpart shall be deemed an original and all counterparts, taken together, shall constitute one and the same agreement, which shall be binding and
effective on the Parties hereto. This Settlement Agreement shall not become binding on the Parties hereto unless it has been executed by authorized representatives of all Parties. 

  
 - 5 - 








 IN WITNESS WHEREOF, the Parties have approved and executed this Settlement Agreement as of the
Effective Date. 
  

					
	MAX-PLANCK-GESELLSCHAFT ZUR FÖRDERUNG DER WISSENSCHAFTEN e.V
			
		 	By:	 	 /s/ Joe Gelies

			
		 	Its:	 	 Authorized Representative

	
	MAX-PLANCK-INNOVATION GmbH
			
		 	By:	 	 /s/ Joe Gelies

			
		 	Its:	 	 Managing Director

	
	ALNYLAM PHARMACEUTICALS, INC.
			
		 	By:	 	 /s/ Barry Greene

			
		 	Its:	 	 President and Chief Operating Officer

	
	WOLF, GREENFIELD & SACKS, PC
			
		 	By:	 	 /s/ Jason Honeyman

			
		 	Its:	 	 Chairman of the firm



  
 - 6 - 








 Exhibit A to Settlement Agreement 







 IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF MASSACHUSETTS 
  

					
	MAX-PLANCK-GESELLSCHAFT ZUR	 	)	  	
	FOERDERUNG DER WISSENSCHAFTEN e.V.,	 	)	  	
		 	)	  	
	 Plaintiff
	 	)	  	CIVIL ACTION NO.
	v.	 	)	  	1:09-CV-11168-PBS
		 	)	  	
	WOLF GREENFIELD & SACKS, PC,	 	)	  	
		 	)	  	
	 Defendant.
	 	)	  	

 MAX-PLANCK-GESELLSCHAFT ZUR FOERDERUNG DER 

WISSENSCHAFTEN E.V. AND WOLF GREENFIELD & SACKS, PC’S 

[PROPOSED] STIPULATED ORDER OF DISMISSAL 

Pursuant to Federal Rule of Civil Procedure 41(a), Plaintiff Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (“Max
Planck”) and Defendant Wolf Greenfield & Sacks, PC (“Wolf Greenfield”), by their attorneys, hereby stipulate and agree that this action be dismissed in its entirety with prejudice and that all rights of appeal are waived.
Each party shall bear its own costs and attorney’s fees. 
 IT IS SO STIPULATED. 








					
	MAX-PLANCK-GESELLSCHAFT ZUR FOERDERUNG DER WISSENSCHAFTEN E.V.	 		 	WOLF GREENFIELD & SACKS, PC
			
	By its attorneys,	 		 	By its attorneys,
			
	 /s/ Michael E. Mone
	 		 	 /s/ Richard M. Zielinski

	Michael E. Mone, BBO #351680	 		 	Richard M. Zielinski, BBO #540060
	Catherine A. Ryan, BBO #655821	 		 	Timothy J. Dacey, BBO #111800
	ESDAILE, BARRETT & ESDAILE	 		 	Elizabeth K. Levine, BBO #658532
	75 Federal Street	 		 	GOULSTON & STORRS, P.C.
	Boston, Massachusetts 02110	 		 	400 Atlantic Avenue
	Telephone: (617) 482-0333	 		 	Boston, Massachusetts 02110-3333
		 		 	Telephone: (617) 482-1776
		 		 	Facsimile: (617) 574-4112
			
	Dated: March     , 2011	 		 	

 IT IS SO ORDERED on this the      day of
            , 2011. 
  

	
	  

	 The Honorable Patti B. Saris
 United States
District Judge
 District of Massachusetts
 Boston
Division










 Exhibit B to Settlement Agreement 

Joint Motion for Vacatur 







 IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF MASSACHUSETTS 
  

					
	MAX-PLANCK-GESELLSCHAFT ZUR	 	)	 	
	FOERDERUNG DER WISSENSCHAFTEN e.V.,	 	)	 	
		 	)	 	
	 Plaintiff
	 	)	 	CIVIL ACTION NO.
	v.	 	)	 	1:09-CV-11168-PBS
		 	)	 	
	WOLF GREENFIELD & SACKS, PC,	 	)	 	
		 	)	 	
	 Defendant.
	 	)	 	

 MAX-PLANCK-GESELLSCHAFT ZUR FOERDERUNG DER 

WISSENSCHAFTEN E.V. AND WOLF GREENFIELD & SACKS, PC’S 

JOINT STIPULATED MOTION FOR VACATUR OF THIS COURT’S 

SEPTEMBER 14, 2010 MEMORANDUM AND ORDER 

Whereas on September 14, 2010, this Court entered a Memorandum and Order in the above-captioned case granting partial summary judgment to
Plaintiff Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (“Max Planck”) and granting partial summary judgment to Wolf, Greenfield and Sacks, PC (“Wolf Greenfield”), Dkt. No. 108; and 

Whereas the September 14, 2010 Memorandum and Order is an interlocutory order and this Court has not entered a final judgment in the
above-captioned case; and 
 Whereas on December 22, 2010, Wolf Greenfield filed a motion for reconsideration of the September 14,
2010 Memorandum and Order, Dkt. No. 125; and 
 Whereas the parties in this action have reached an agreement to settle all claims and
counterclaims; 
 Max-Planck and Wolf Greenfield hereby jointly and respectfully request that the Court’s September 14, 2010
Memorandum and Order be vacated. 








					
	MAX-PLANCK-GESELLSCHAFT ZUR FOERDERUNG DER WISSENSCHAFTEN E.V.	 		 	WOLF GREENFIELD & SACKS, PC
			
	By its attorneys,	 		 	By its attorneys,
			
	/s/	 		 	/s/
	Michael E. Mone/BBO #351680	 		 	Richard M. Zielinski, BBO #540060
	MMone@ebelaw.com	 		 	Timothy J. Dacey, BBO #111800
	Catherine A. Ryan/BBO #655821	 		 	Elizabeth K. Levine, BBO #658532
	ESDAILE, BARRETT & ESDAILE	 		 	GOULSTON & STORRS, P.C.
	75 Federal Street	 		 	400 Atlantic Avenue
	Boston, Massachusetts 02110	 		 	Boston, Massachusetts 02110-3333
	Telephone: (617) 482-0333	 		 	Telephone: (617) 482-1776
		 		 	Facsimile: (617) 574-4112
			
	Dated: March 14, 2011	 		 	

 CERTIFICATE OF SERVICE 

I hereby certify that this document filed through the ECF system will be sent electronically to the registered participants as identified on
the Notice of Electronic Filing and that all counsel of record are so registered. 
  

	
	 /s/ Richard M. Zielinski

	
	Richard M. Zielinski



  
 - 2 - 








 EXHIBIT I 







 Exhibit I 

Exhibit I has been filed separately as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2011 and is
incorporated herein by reference. 







 EXHIBIT J 







 UNITED STATES DISTRICT COURT 

DISTRICT OF MASSACHUSETTS 
  

			
	MAX-PLANCK-GESELLSCHAFT ZUR FÖRDERUNG DER WISSENSCHAFTEN e.V., MAX-PLANCK-INNOVATION GmbH, and ALNYLAM PHARMACEUTICALS, INC.,	  	
	 	
	Plaintiffs,    	  	
	 	
	v.	  	Civil Action No. 09-CV-1 1116-PBS
	 	
	WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH, MASSACHUSETTS INSTITUTE OF TECHNOLOGY, and BOARD OF TRUSTEES OF THE UNIVERSITY OF MASSACHUSETTS,	  	
	 	
	
Defendants.    
	  	

 STIPULATION FOR DISMISSAL 







 Pursuant to Federal Rule of Civil Procedure 41 (a), the parties in the above-entitled action, by
their attorneys, hereby stipulate and agree that this action be dismissed in its entirety with prejudice and that all rights of appeal are waived. Each party shall bear its own costs and attorney’s fees. 

IT IS SO STIPULATED. 

 


	
	MAX-PLANCK-GESELLSCHAFT ZUR FÖRDERUNG DER WISSENSCHAFTEN e.V.; MAX-PLANCK-INNOVATION GmbH; and ALNYLAM PHARMACEUTICALS, INC.
	
	By their attorneys,
	
	 /s/ Thomas F. Maffei

	Thomas F. Maffei (BBO 313220)
	Scott McConchie (BBO 634127)
	GRIESINGER, TIGHE & MAFFEI, LLP
	176 Federal Street Boston, Massachusetts 02110
	(617) 542-9900
	
	 Morgan Chu, pro hac
 David I. Gindler, pro
hac
 Michael H. Strub, pro hac
 IRELL & MANELL A
LLP
 1800 Avenue of the Stars, Suite 900
 Los Angeles, CA
90067
 (310) 277-1010
 MASSACHUSETTS INSTITUTE OF
TECHNOLOGY

	
	By its attorneys,
	
	 /s/ Daryl L. Wiesen

	Daryl L. Wiesen (BBO 634872)
	GOODWIN PROCTER LLP
	Exchange Place Boston, MA 02109-2881
	(617) 570-1000
	Fax: (617) 523-1231
	
	Dated: March 14, 2011

 

 
	
	WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH
	
	By its attorneys,
	
	 /s/ Christopher M. Morrison

	Christopher M. Morrison (BBO 651335)
	JONES DAY
	175 Federal St., Suite 501
	Boston, MA 02110
	(617) 449-6999
	
	 Glenn J. Pfadenhauer, pro hac
 David C. Kiernan,
pro hac
 George A. Borden (BBO 552302)
 WILLIAMS & CONNOLLY
LLP
 725 Twelfth Street, NW
 Washington, DC 20005

(202) 434-5000
  

THE UNIVERSITY OF MASSACHUSETTS

	
	By its attorneys,
	
	 /s/ Donald R. Ware

	Donald R. Ware (BBO 516260)
	Barbara A. Fiacco (BBO 633618)
	FOLEY HOAG LLP
	155 Seaport Boulevard Boston, MA 02210
	(617) 832-1000


 
 


  
 - 2 - 








 IT IS SO ORDERED on this the 21st day of March, 2011.

  

	
	 /s/ Patti B. Saris

	The Honorable Patti B. Saris
	United States District Judge
	District of Massachusetts
	Boston Division



  
 - 3 - 








 EXHIBIT K 







 Contacts: 

Alnylam Pharmaceuticals, Inc. 
 Cynthia Clayton Senior
Director, Investor Relations and 
 Corporate Communications 

617-551-8207 
 Amanda Sellers (Media) 

Spectrum 
 202-955-6222 x2597 

Draft - Not for Release 

Alnylam Pharmaceuticals Reaches Settlement in Litigation Regarding Tuschl Patents 

Cambridge, Mass., March XX, 2011 - Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY), a leading RNAi therapeutics company, today announced the
signing of a global settlement agreement among Alnylam, Max Planck Society (“Max Planck”), the Whitehead Institute for Biomedical Research (“Whitehead”) and the University of Massachusetts (“UMass”) resolving their
ongoing litigation regarding the Tuschl patents. The Massachusetts Institute of Technology (“MIT”), formerly a party to the litigation, has also agreed to the terms of the settlement. 

“Today’s settlement provides for a favorable resolution of this dispute for all parties and significantly optimizes the successful prosecution of
both the Tuschl I and Tuschl II patent families, which together represent critical innovations for the advancement of RNAi therapeutics as breakthrough medicines,” said John Maraganore, Ph.D., Chief Executive Officer of Alnylam. “As for
Alnylam, this settlement enables continued focus on our business transformation with advancement of innovative RNAi therapeutic products to patients.” 

The litigation was initiated in June 2009 and scheduled for trial in March 2011 in the United States District Court for the District of Massachusetts in
Boston, Massachusetts. As part of the settlement agreement, Max Planck, Whitehead, UMass, and MIT have agreed that future prosecution of the Tuschl I and Tuschl II patent families in the United States should be coordinated and led by a single party.
Max Planck will assume that role, in addition to their ongoing leadership in the continued prosecution of the Tuschl II patent family outside the United States. UMass will lead future prosecution of the Tuschl I patent family outside the United
States. Further, Alnylam has granted UMass the right to sublicense the U.S. Tuschl II patent family to Merck, subject to certain Alnylam third-party obligations and other limitations, in exchange for a share of certain future sublicense income. 

“We are very pleased that the settlement provides for coordinated prosecution of the Tuschl I and Tuschl II patent families in the United States that
will encourage further development of RNAi therapeutics,” said Whitehead Institute Director David C. Page, M.D. 
 About RNA Interference (RNAi)

 RNAi (RNA interference) is a revolution in biology, representing a breakthrough in understanding how genes are turned on and off in cells, and a
completely new approach to drug discovery and development. Its discovery has been heralded as “a major scientific breakthrough 







 
that happens once every decade or so,” and represents one of the most promising and rapidly advancing frontiers in biology and drug discovery today which was awarded the 2006 Nobel Prize for
Physiology or Medicine. RNAi is a natural process of gene silencing that occurs in organisms ranging from plants to mammals. By harnessing the natural biological process of RNAi occurring in our cells, the creation of a major new class of medicines,
known as RNAi therapeutics, is on the horizon. Small interfering RNAs (siRNAs), the molecules that mediate RNAi and comprise Alnylam’s RNAi therapeutic platform, target the cause of diseases by potently silencing specific mRNAs, thereby
preventing disease-causing proteins from being made. RNAi therapeutics have the potential to treat disease and help patients in a fundamentally new way. 

About Alnylam Pharmaceuticals 
 Alnylam is a
biopharmaceutical company developing novel therapeutics based on RNA interference, or RNAi. The company is leading the translation of RNAi as a new class of innovative medicines with a core focus on RNAi therapeutics for the treatment of genetically
defined diseases, including ALN-TTR for the treatment of transthyretin-mediated amyloidosis (ATTR), ALN-PCS for the treatment of severe hypercholesterolemia, and ALN-HPN for the treatment of refractory anemia. As part of its “Alnylam 5x15TM” strategy, the company expects to have five RNAi therapeutic products for genetically defined diseases in advanced stages of clinical development by the end of 2015. Alnylam has additional
partner-based programs in clinical or development stages, including ALN-RSV01 for the treatment of respiratory syncytial virus (RSV) infection, ALN-VSP for the treatment of liver cancers, and ALN-HTT for the treatment of Huntington’s disease.
The company’s leadership position on RNAi therapeutics and intellectual property have enabled it to form major alliances with leading companies including Merck, Medtronic, Novartis, Biogen Idec, Roche, Takeda, Kyowa Hakko Kirin, and Cubist. In
addition, Alnylam and Isis co-founded Regulus Therapeutics Inc., a company focused on discovery, development, and commercialization of microRNA therapeutics; Regulus has formed partnerships with GlaxoSmithKline and sanofi-aventis. Alnylam has also
formed Alnylam Biotherapeutics, a division of the company focused on the development of RNAi technologies for application in biologics manufacturing, including recombinant proteins and monoclonal antibodies. Alnylam scientists and collaborators have
published their research on RNAi therapeutics in over 100 peer-reviewed papers, including many in the world’s top scientific journals such as Nature, Nature Medicine, Nature Biotechnology, and Cell. Founded in 2002, Alnylam
maintains headquarters in Cambridge, Massachusetts. For more information, please visit www.alnylam.com. 
 Alnylam Forward-Looking Statements

 Various statements in this release concerning Alnylam’s future expectations, plans and prospects, including without limitation, statements
regarding Alnylam’s expectations with respect to its “Alnylam 5x15” product strategy, Alnylam’s views with respect to the outcome of this settlement, the likelihood of issuance of patents in the United States or elsewhere, and
the strength, enforceability and validity of any patents that do issue constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by these forward-looking statements as a result of various important factors, including risks related to obtaining, 

  
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maintaining and protecting intellectual property and Alnylam’s ability to enforce its patents against infringers and to defend its patent portfolio against challenges from third parties as
well as those risks more fully discussed in the “Risk Factors” section of its most recent quarterly report on Form 10-K on file with the Securities and Exchange Commission. In addition, any forward-looking statements represent
Alnylam’s views only as of today and should not be relied upon as representing its views as of any subsequent date. Alnylam does not assume any obligation to update any forward-looking statements. 

  
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