8-KMaterial AgreementsSecurities & Listing

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Feb 10, 2005)

Filed February 10, 2005For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. (ALNY) announced on February 8, 2005, a significant collaboration agreement with Medtronic, Inc. focused on developing novel RNAi therapeutics for neurodegenerative disorders, including Huntington's, Alzheimer's, and Parkinson's disease. This partnership leverages Alnylam's RNAi expertise with Medtronic's medical device capabilities, aiming to deliver therapeutics to specific brain regions via implantable infusion systems. The agreement outlines a two-year initial joint technology development program, with Alnylam leading discovery and early development, and Medtronic handling late-stage development and commercialization, including the necessary device technology. Financial terms include potential cash milestone payments for Alnylam and royalties on future sales. Crucially, Medtronic has agreed to make a substantial equity investment in Alnylam, up to $21 million, tied to the successful completion of development milestones, subject to certain limitations to avoid exceeding 19.9% voting power and Nasdaq compliance.

Key Highlights

  • 1Entered into a material collaboration agreement with Medtronic, Inc. for RNAi therapeutics targeting neurodegenerative disorders.
  • 2Focus of collaboration is on novel drug-device combinations, specifically delivering RNAi therapeutics to the brain via implantable infusion systems.
  • 3Initial joint technology development program has a term of two years.
  • 4Alnylam will be responsible for discovery and early development; Medtronic for late-stage development and commercialization of resulting drug-device products.
  • 5Alnylam is eligible to receive cash milestone payments and royalties on future sales upon successful product development.
  • 6Medtronic has committed to an equity investment in Alnylam, potentially up to $21 million, contingent on development milestones.
  • 7The equity investment will be made in tranches at specific prices and is subject to voting power and Nasdaq listing rule limitations.

Frequently Asked Questions

The primary goal is to develop novel drug-device combinations incorporating RNAi therapeutics for the treatment of neurodegenerative disorders such as Huntington's, Alzheimer's, and Parkinson's disease. The focus is on delivering these RNAi therapeutics to specific areas of the brain using implantable infusion systems.

Alnylam is eligible to receive additional cash milestone payments for each product developed and royalties on sales of any RNAi therapeutic component of successful drug-device combinations. Additionally, Medtronic has agreed to make an equity investment of up to $21 million in Alnylam, contingent on the successful completion of development milestones.

Medtronic's equity investment is contingent on a joint decision to initiate product development after the initial technology development program and the successful completion of specified milestones. The initial investment would be between $1.0 million and $8.0 million, with remaining investments made upon milestone achievement. The total investment would not exceed $21 million and would be structured to ensure Medtronic does not acquire more than 19.9% of Alnylam's voting power and complies with Nasdaq listing rules.

If Alnylam terminates the agreement early or Medtronic terminates it at any time, licenses granted to Medtronic generally terminate. If Alnylam terminates after the initial development program and a decision to proceed, Medtronic may retain licenses and continue development unilaterally under modified terms. If neither party decides to initiate product development, Medtronic is not required to make any equity investment.