exv10w1






Exhibit 10.1




Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




AMENDMENT NO. 1 TO SPONSORED RESEARCH AGREEMENT



     THIS AMENDMENT NO. 1 TO SPONSORED RESEARCH AGREEMENT (this “Amendment No. 1”) dated as of July
27, 2011 (the “Effective Date”) is by and among Alnylam Pharmaceuticals, Inc., a Delaware
corporation with a principal office at 300 Third Street, Cambridge, MA 02142, USA
(“Alnylam”), The University of British Columbia, a corporation continued under the
University Act of British Columbia, Canada, with offices at 103-6190 Agronomy Road, Vancouver,
British Columbia, Canada (“UBC”) and AlCana Technologies, Inc., a British Columbia
corporation with a principal business address at 2714 West 31st Avenue, Vancouver, British
Columbia, Canada V6L 2A1 (“AlCana”). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Sponsored Research Agreement (as defined herein).



     WHEREAS, Alnylam, UBC, and AlCana are parties to a Sponsored Research Agreement dated as of
July 27, 2009 (the “Sponsored Research Agreement”); and



     WHEREAS, Alnylam has provided the requisite written notice to each of UBC and AlCana of
Alnylam’s election to extend the Initial Research Term for a period of one (1) Contract Year,
pursuant to Section 3.5 of the Sponsored Research Agreement; and



     WHEREAS, the Parties now wish to amend the Sponsored Research Agreement to reflect such
extension of the Initial Research Term;



     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the
parties hereto agree to the following:




	1.	 	Amendment to Research Plan. The Research Program Workplan, as set forth in the
Sponsored Research Agreement, shall hereby be amended to include the workplan for the
additional Contract Year (the “Year 3 Research Program Workplan”) which is attached hereto as
Exhibit A-2 and incorporated herein by reference.






	2.	 	Amendment to Budget. In consideration for the extension of the Initial Research Term, the
Budget shall hereby be amended to include the additional budget and payment schedule set forth
in Exhibit B-2 attached hereto and incorporated herein by reference.






	3.	 	Entire Agreement. The Sponsored Research Agreement, as amended hereby, contains the entire
agreement among the parties with respect to the subject matter thereof and hereof and shall be
read and construed together as a single agreement. Except to the extent amended hereby, all
of the terms, provisions and conditions of the Sponsored Research Agreement are hereby
ratified and confirmed and shall remain in full force and effect as of the date specified
therein.






	4.	 	Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of
which will be deemed to be an original and all of which together will constitute one and the
same instrument.





[Signature page follows.]




 Page 1 of  2 









 




IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed by their duly
authorized representatives as of the date first written above.




	 	 	 	 	 

	ALNYLAM PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Michael Mason
 

Michael Mason
	 	 
	Title:

	 	VP, Finance and Treasurer	 	 
	 
	 	 	 	 
	ALCANA TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ T.D. Madden
 

Thomas Madden
	 	 
	Title:

	 	President and CEO	 	 
	 
	 	 	 	 
	THE UNIVERSITY OF BRITISH COLUMBIA	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ J.P. Heale, PhD, MBA
 

J.P. Heale, PhD, MBA
	 	 
	Title:

	 	University-Industry Liaison Office	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Mario A. Kasapi
 

Mario A. Kasapi
	 	 
	Title:

	 	University-Industry Liaison Office	 	 








 Page 2 of  2 









 








Exhibit A-2




Year 3 Research Program Workplan



See Attached



 









 





					
	 	 	 	 	 
	
	 	
	 	






2011 RESEARCH PROGRAM



PROGRAM OBJECTIVES




     [**]


2011 PLANS



Objective 1: [**]



Hypotheses




     [**]


Work Plan




     [**]


Objective 2: [**]



Hypotheses




     [**]


Work Plan




     [**]


Objective 3: [**]



Hypotheses




     [**]


Work Plan




     [**]



 Page 1of  9 









 




Objective 4: [**]



Background




     [**]


Work Plan




     [**]


Objective 5: [**]



Hypotheses




     [**]


Work Plan




     [**]


Objective 6: [**]



Background




     [**]


Work Plan




     [**]


Objective 7: [**]



Work Plan




     [**]



 Page 2 of  9 









 





2. MAIN ACTIVITIES AND RESPONSIBILITIES




Objective 1: [**]




Table 1. Tasks and Responsibilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Task	 	UBC	 	AlCana	 	Alnylam	 	Timing
	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






Objective 2: [**]




Table 2. Tasks and Responsibilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tasks	 	UBC	 	AlCana	 	Alnylam	 	Timing
	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






 Page 3 of  9 









 





Objective 3: [**]




Table 3. Tasks and Responsibilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tasks	 	UBC	 	AlCana	 	Alnylam	 	Timing
	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






Objective 4: [**]




Table 4. Tasks and Responsibilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tasks	 	UBC	 	AlCana	 	Alnylam	 	Timing
	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






Objective 5: [**]




Table 5. Tasks and Responsibilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tasks	 	UBC	 	AlCana	 	Alnylam	 	Timing
	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






 Page 4 of  9 









 





Objective 6: [**]




Table 6. Tasks and Responsibilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tasks	 	UBC	 	AlCana	 	Alnylam	 	Timing
	 
	[**]
	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 





Objective 7: [**]




Table 7. Tasks and Responsibilities




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tasks	 	UBC	 	AlCana	 	Alnylam	 	Timing
	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






 Page 5 of  9 









 





3. MAIN DELIVERABLES, TIMELINE AND COSTS




Table 8. Key Individuals, Timelines and Costs.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Activity/Deliverable	 	UBC	 	AlCana	 	Timeline	 	Cost ($US)1
	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	[**]
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






 Page 6 of  9 









 





Table 9. Key Individuals, Timelines and Costs Associated to Programs Led by UBC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Activity/Deliverable	 	UBC	 	AlCana	 	Timeline	 	Cost ($US)2
	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	[**]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






4. ADDITIONAL MATERIALS AND SUPPLIES



Alnylam will supply the key research materials listed below (quantities to be mutually
agreed):




     [**]



5. KEY PERSONNEL




Table 10. Key program personnel.




	 	 	 	 	 	 	 	 	 
	AlCana	 	UBC	 	Alnylam
	 
	[**]
	 	 	[**]	 	 	 	[**]	 







 Page 7 of  9 









 








5. ALCANA/UBC BUDGET




	 	 	 	 	 
	2011
	 	 	Percent
	Scientist	 	Time (%)
	 
	[**]
	 	 	[**]	 
	[**]
	 	 	[**]	 
	[**]
	 	 	[**]	 
	[**]
	 	 	[**]	 
	[**]
	 	 	[**]	 
	[**]
	 	 	[**]	 
	 
	TOTAL FTE’s
	 	 	[**]	 
	 
	FTE Rate1
	 	 	[**]	 
	 





2011 BUDGET




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q1	 	Q2	 	Q32	 	Q42	 	TOTAL
	 
	Salaries
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Preclinical studies
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Rental Lab Space
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Materials and supplies
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 






 Page 8 of  9 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q1	 	Q2	 	Q32	 	Q42	 	TOTAL
	ALCANA TOTAL
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	UBC Grant (PRC
laboratory)*
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	Combined Totals
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 







 




			
	Note	 	  1 FTE rate [**]
	 
		 	2 Q3 and Q4 Costs do not include consumer price index adjustment





 Page 9 of  9 









 





Exhibit B-2




Year 3 Research Program Budget and Agreement Payments




	1.	 	Budget. The budget for the extension to the Research Term is included in the
Year 3 Research Program Workplan attached to this Amendment No. 1 as Exhibit A-2.






	2.	 	Payment Schedule. In consideration for the extension to the Research Program,
Alnylam shall pay to UBC and AlCana (as set forth in Section 8.4.4 of the Agreement) a
research payment as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment Due Date	 	UBC Share	 	AlCana Share	 	Total
	July 1st 2011
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Oct 1st 2011
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Jan 1st 2012
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	April 1st 2012
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	July 1st 2012
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 








 




			
	*	 	Note:For the avoidance of doubt, the payments to UBC and AlCana in respect of July 1, 2011
that are set forth on this Exhibit B-2 shall supercede, and are not in addition to, the
payments to UBC and AlCana in respect of July 1, 2011 that are set forth in Exhibit B of the
original Sponsored Research Agreement.






	3.	 	Allocation of License Consideration to AlCana. UBC, as Payee under this
Agreement and in consideration for the Field-Restricted Assignment, shall pay AlCana a
portion of all payments received by UBC in consideration for the Licenses as set forth in a
separate agreement between UBC and AlCana. The Parties acknowledge and agree that the
consideration for the Licenses and AlCana’s portion thereof has been determined with
reference to the fair market value of the rights transferred pursuant to the
Field-Restricted Assignment and granted pursuant to the Licenses.
	 
	4.	 	Invoicing and Payments. Invoices for all Research Program funding and
administration payments due AlCana from Alnylam under this Agreement will be provided to
Alnylam at the following address: ATTENTION: Accounts Payable, Alnylam Pharmaceuticals,
Inc., 300 Third Street, Cambridge, MA 02142,
accountspayable@alnylam.com and will reference
this Agreement.
	 
	 	 	All payments under this Agreement shall be paid by bank wire transfer in immediately
available funds to such bank account as may be designated in writing by the payee thereof,
from time to time. Specifically, (a) all payments to Payee under this Agreement will be
made by wire transfer to UBC. Payment due to UBC:






	 	(a)	 	by cheque should be made payable to “The University of British Columbia”
delivered to UBC at the following address:





 









 




The Director

University — Industry Liaison Office

University of British Columbia

#103 — 6190 Agronomy Road



Vancouver, British Columbia

V6T 1Z3

Telephone: (604) 822-8580

Fax: (604) 822-8589





	b)	 	by wire transfer should be transferred in accordance with the instructions set
out below:





	 	 	 
	For Canadian $ Deposits via wire (General)	 	For US $ Deposits via wire:
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]
	[**]

	 	[**]
	 

	 	[**]





; (b) all payments to AlCana under this Agreement will be made by wire transfer to
AlCana at: Bank of Montreal, 2102 41st Avenue West, Vancouver, British Columbia, Canada V6L
1Z2



; and (c) all payments to Alnylam under this Agreement will be made by wire transfer to
Alnylam at:




	 	 	 

	Bank Account Name:

	 	Alnylam Pharmaceuticals, Inc.
	Bank Name:

	 	[**]
	ABA Number:

	 	[**]
	Account Number:

	 	[**]