UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2005
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50743
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77-0602661 |
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 300 Third Street, Cambridge, MA
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02142 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (617) 551-8200
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On September 21, 2005, each of the Board of Directors (the “Board”) of Alnylam
Pharmaceuticals, Inc. (“Alnylam”) and the Compensation Committee (the “Compensation Committee”) of
the Board determined that the execution of the research collaboration and license agreement
(“Collaboration Agreement”) with Novartis Institutes for BioMedical Research, Inc. contemplated by
the Stock Purchase Agreement entered into on September 6, 2005 by and between Alnylam and Novartis
Pharma AG will satisfy the criteria previously established by the Compensation Committee for full
vesting of the option (the “Option”) to purchase 250,000 shares of common stock of Alnylam granted
to John Maraganore, Ph.D., the President and Chief Executive Officer of Alnylam, on December 21,
2004. As a result, the Option will vest in its entirety upon execution of the Collaboration
Agreement.