EXHIBIT 10.39
AMENDMENT NO. 1 TO ADDENDUM RE: INFLUENZA PROGRAM
TO
RESEARCH COLLABORATION AND LICENSE AGREEMENT
This AMENDMENT NO. 1 TO ADDENDUM RE: INFLUENZA PROGRAM TO RESEARCH
COLLABORATION AND LICENSE AGREEMENT (this "Amendment"), effective as of March
14, 2006, by and between Novartis Institutes for BioMedical Research, Inc., a
corporation organized and existing under the laws of Delaware, with its
principal place of business at 000 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 ("Novartis"), and Alnylam Pharmaceuticals, Inc., a
corporation organized and existing under the laws of Delaware, with its
principal place of business at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 ("Alnylam"), amends that certain Addendum Re: Influenza
Program to Research Collaboration and License Agreement, dated February 17,
2006, by and between Novartis and Alnylam (the "Addendum"). For the purposes of
this Amendment, capitalized terms, whether used in the singular or plural form,
shall have the respective meanings ascribed to such terms in the Addendum,
unless defined herein.
WHEREAS, prior to the date hereof, Novartis and Alnylam entered into the
Addendum; and
WHEREAS, Novartis and Alnylam desire to amend the Addendum pursuant to the
terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. The phrase "effective as of December 13, 2005" contained in the first
sentence of the Addendum hereby is deleted in its entirety and the phrase
"effective as of February 17, 2006" is inserted in lieu thereof.
2. The Addendum, as amended by this Amendment, together with the other
writings referred to in the Addendum or delivered pursuant thereto which form a
part thereof, contain the entire agreement among the parties with respect to the
subject matter thereof and amend, restate and supersede all prior and
contemporaneous arrangements or understandings with respect thereto.
3. Upon the effectiveness of this Amendment, on and after the date hereof,
each reference in the Addendum to "this Addendum," "hereunder," "hereof,"
"herein" or words of like import, and each reference in the other documents
entered into in connection with the Addendum, shall mean and be a reference to
the Addendum, as amended hereby. Except as specifically amended above, the
Addendum shall remain in full force and effect and is hereby ratified and
confirmed.
4. This Amendment may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, Alnylam and Novartis have caused this Amendment No. 1
to Addendum Re: Influenza Program to Research Collaboration and License
Agreement to be duly executed by their authorized representatives, as of the
date first written above.
ALNYLAM PHARMACEUTICALS, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: President and CEO
NOVARTIS INSTITUTES FOR
BIOMEDICAL RESEARCH, INC.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President and
Global Head Strategic Alliances
