Novartis exercises current right to purchase 55,223 unregistered shares of Alnylam's common stock

Alnylam Pharmaceuticals, Inc.Apr 26 2010

Alnylam Pharmaceuticals, Inc. (Nasdaq: ALNY), a leading RNAi therapeutics company, announced today that Novartis has elected to fully exercise its current right to purchase 55,223 unregistered shares of Alnylam's common stock in accordance with the terms of the Investor Rights Agreement between Alnylam and Novartis, dated September 6, 2005. The exercise of this right and election to purchase the maximum number of additional shares under the terms of the Agreement allows Novartis to maintain its current ownership level of Alnylam common stock of approximately 13.4%.

“Since the formation of our landmark alliance in 2005, we have been very fortunate to have Novartis as a committed partner”

"Since the formation of our landmark alliance in 2005, we have been very fortunate to have Novartis as a committed partner," said John Maraganore, Ph.D., Chief Executive Officer of Alnylam. "This is now the third year that Novartis has elected to fully exercise their right to purchase additional shares under the Investor Rights Agreement, maintaining their current ownership percentage of Alnylam common stock. In addition, late last year Novartis elected to extend our collaboration for a fifth and final planned year, through October 2010. Novartis was clearly a pioneer in recognizing the potential of RNAi therapeutics as a new class of medicines, and we are pleased with the continued progress in our alliance."

Pursuant to terms of the Investor Rights Agreement and in connection with Alnylam's issuance of certain shares of common stock related primarily to stock option exercises during the fiscal year ended December 31, 2009, Novartis has elected to exercise their right to purchase additional Alnylam shares. Specifically, on April 20, 2010, Novartis elected to fully exercise its right to purchase 55,223 shares of Alnylam's common stock at a purchase price of $17.99 per share, which is equal to the average of the closing prices for Alnylam's common stock for the 20 trading-day period ending on March 30, 2010. On April 23, 2010, Novartis purchased the 55,223 unregistered shares resulting in a cash payment to Alnylam of $993,462. Following this purchase, Novartis owns approximately 13.4% of Alnylam's outstanding common stock. Novartis had also exercised this option in 2009 and 2008, where they purchased 65,922 and 213,888 shares, respectively, of Alnylam's common stock at a purchase price of $17.50 and $25.29 per share, respectively. The exercise of the stock purchase does not result in any changes to existing product rights or confer any additional collaboration rights to Novartis beyond the terms of the original 2005 License and Collaboration Agreement. Further, during the term described in the Investor Rights Agreement, Novartis is permitted to own no more than 19.9% of Alnylam's outstanding shares.