8-KMaterial Agreements

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Sep 25, 2012)

Filed September 25, 2012For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. (ALNY) has filed an 8-K report detailing a new letter agreement with Novartis Pharma AG, executed on September 20, 2012. This agreement addresses potential future registration rights for Novartis's remaining shares of Alnylam's common stock. Specifically, if Novartis becomes ineligible to sell its shares under Rule 144(b)(1) within the next five years (excluding ineligibility due to purchasing more Alnylam stock), it will be granted registration rights similar to those previously outlined in their September 6, 2005 Investor Rights Agreement. This development follows Novartis's sale of 1,551,896 shares of Alnylam common stock on the same date. This sale is expected to result in the forfeiture of Novartis's existing demand, piggyback registration rights, and subscription rights under the original agreement. Post-sale, Novartis holds 4,051,002 shares of Alnylam's common stock. Investors should note the potential impact on share liquidity and Alnylam's shareholder structure.

Key Highlights

  • 1Alnylam Pharmaceuticals entered into a new letter agreement with Novartis Pharma AG on September 20, 2012.
  • 2The agreement grants Novartis potential future registration rights for its Alnylam common stock holdings.
  • 3These registration rights are contingent on Novartis becoming ineligible to sell shares under Rule 144(b)(1) within the next five years.
  • 4Novartis sold 1,551,896 shares of Alnylam common stock concurrently with the agreement.
  • 5The sale is expected to result in the loss of Novartis's existing demand, piggyback registration rights, and subscription rights.
  • 6Following the sale, Novartis now holds 4,051,002 shares of Alnylam common stock.
  • 7The agreement aims to manage the potential future sale of Novartis's remaining stake in Alnylam.

Frequently Asked Questions

The primary purpose is to establish future registration rights for Novartis on its remaining Alnylam common stock, should it become ineligible to sell those shares under specific SEC rules (Rule 144(b)(1)) within the next five years.

Novartis sold 1,551,896 shares and this sale is expected to cause Novartis to lose its existing demand, piggyback registration rights, and subscription rights under the prior Investor Rights Agreement.

After the sale of 1,551,896 shares, Novartis reported holding 4,051,002 shares of Alnylam Pharmaceuticals, Inc. common stock.

Yes, the new registration rights are only triggered if Novartis becomes ineligible to sell its shares under Rule 144(b)(1) within the next five years, and this ineligibility must not be due to Novartis or its affiliates purchasing additional shares of Alnylam stock.