8-KMaterial Agreements

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Material Agreement (Jan 14, 2015)

Filed January 14, 2015For Securities:ALNY

Summary

Alnylam Pharmaceuticals, Inc. (ALNY) announced a significant update to its strategic collaboration and license agreement with Isis Pharmaceuticals, Inc. (now Ionis Pharmaceuticals) through a Second Amended and Restated Strategic Collaboration and License Agreement dated January 8, 2015. This new agreement involves exclusive cross-licensing of intellectual property for four disease targets, granting each company exclusive rights for developing oligonucleotide therapeutics against two specific targets. For investors, this agreement expands Alnylam's therapeutic pipeline by securing exclusive rights for two new targets: antithrombin and aminolevulinic acid synthase-1. In return, Alnylam grants reciprocal rights to Isis for Factor XI and apolipoprotein (a) targets. Furthermore, the companies extended their existing non-exclusive technology cross-license through April 2019, facilitating ongoing innovation in RNA interference (RNAi) and antisense therapeutics for both parties. This strategic move aims to enhance each company's ability to advance their respective drug candidates by leveraging each other's proprietary technologies.

Key Highlights

  • 1Alnylam Pharmaceuticals entered into a Second Amended and Restated Strategic Collaboration and License Agreement with Isis Pharmaceuticals on January 8, 2015.
  • 2The agreement includes new exclusive cross-licenses for intellectual property on four disease targets.
  • 3Alnylam gains exclusive rights to develop oligonucleotide therapeutics against two new targets: antithrombin and aminolevulinic acid synthase-1.
  • 4Alnylam grants Isis exclusive rights to develop oligonucleotide therapeutics against two targets: Factor XI and apolipoprotein (a).
  • 5The existing non-exclusive technology cross-license between the companies has been extended through April 2019.
  • 6This extension covers new platform technology for RNAi therapeutics (Alnylam to Isis) and single-stranded antisense therapeutics (Isis to Alnylam) arising from May 2014 to April 2019.
  • 7The agreement generally terminates upon the expiration of the last-to-expire licensed patent and includes provisions for termination due to material breach or bankruptcy.

Frequently Asked Questions

The main purpose of the Second Amended and Restated Strategic Collaboration and License Agreement is to expand both companies' therapeutic development capabilities through exclusive cross-licensing of intellectual property for specific disease targets and to extend their existing non-exclusive technology cross-license.

Alnylam gains exclusive, low single-digit royalty-bearing license rights to Isis's intellectual property for oligonucleotide therapeutics against two specific targets: antithrombin and aminolevulinic acid synthase-1.

Alnylam will receive a low single-digit royalty-bearing, non-exclusive license to new platform technology from Isis related to double-stranded RNA interference (RNAi) therapeutics. This license is valid for new platform technology arising from May 2014 through April 2019.

The agreement generally ends upon the expiration of the last-to-expire patent licensed under it. Either party can terminate with 90 days' notice for material breach, with exceptions for ongoing development. Termination is also possible in cases of bankruptcy.