Confidential
Exhibit 10.5
AMENDED AND RESTATED INVESTOR AGREEMENT
By and Between
GENZYME CORPORATION
AND
ALNYLAM PHARMACEUTICALS, INC.
Dated as of April 8, 2019
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED
WITH "[***]". SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT
BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO
THE COMPANY IF DISCLOSED.
ACTIVE/100404761.2
TABLE OF CONTENTS
Page
1.Definitions1
2.Intentionally Omitted6
3.Restrictions on Beneficial Ownership6
3.1
Standstill6
3.2
Company Agreements7
4.Restrictions on Dispositions9
4.1
Intentionally Omitted9
4.2
Limitations on Dispositions9
4.3
Certain Tender Offers10
4.4
Offering Lock-Up10
5.Voting Agreement10
5.1
Voting of Securities10
5.2
Certain Extraordinary Matters12
6.Right of First Offer12
6.1
Right of First Offer12
6.2
Limitations12
6.3
Expiration14
7.Intentionally Omitted14
8.Information Rights14
8.1
Intentionally Omitted14
8.2
Financial Information and Reporting14
8.3
Confidentiality15
9.Termination of Certain Rights and Obligations15
9.1
Termination of Standstill Agreement15
9.2
Termination of Restrictions on Dispositions15
9.3
Termination of Voting Agreement and Offering Lock-Up15
9.4
Termination of Right of First Offer16
9.5
Effect of Termination16
10.Miscellaneous16
10.1
Governing Law; Submission to Jurisdiction16
10.2
Waiver17
10.3
Notices17
10.4
Entire Agreement17
10.5
Amendments17
10.6
Headings; Nouns and Pronouns; Section References17
10.7
Severability18
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ACTIVE/100404761.2
10.8
Assignment18
10.9
Successors and Assigns18
10.10
Counterparts18
10.11
Third Party Beneficiaries18
10.12
No Strict Construction18
10.13
Remedies18
10.14
Specific Performance18
10.15
No Conflicting Agreements19
10.16
Rule 16b-319
10.17
[***]19
Exhibit A - Form of Irrevocable Proxy
Exhibit B - Notices
ii
ACTIVE/100404761.2
AMENDED AND RESTATED INVESTOR AGREEMENT
THIS AMENDED AND RESTATED INVESTOR AGREEMENT (this "Agreement") is made as of
April 8, 2019, by and between Genzyme Corporation ("Investor"), a Massachusetts
corporation with its principal place of business at 500 Kendall Street,
Cambridge, MA 02142, and Alnylam Pharmaceuticals, Inc. (the "Company"), a
Delaware corporation with its principal place of business at 300 Third Street,
Cambridge, MA 02142.
WHEREAS, that certain Stock Purchase Agreement, dated as of January 11, 2014, by
and between the Investor and the Company (the "Purchase Agreement"), provides
for the issuance and sale by the Company to the Investor, and the purchase by
the Investor, of a number of shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), equal to the Share Amount (as defined in
the Purchase Agreement) (the "Purchased Shares");
WHEREAS, as a condition to consummating the transactions contemplated by the
Purchase Agreement, the Company and the Investor entered into that certain
Investor Agreement dated as of February 27, 2014 (the "Original Investor
Agreement"); and
WHEREAS, the Company and the Investor wish to amend and restate the Original
Investor Agreement in its entirety as of the date hereof, as set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
Definitions
.
As used in this Agreement, the following terms shall have the following
meanings:
(a)"Acquisition Proposal" shall have the meaning set forth in Section