What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-10 · 29 added, 38 removed, 264 unchanged (20% of the section changed)

42 unchanged sentences

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 2 , 202 1 and 20 20

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Stockholders’ (Deficit) Equity for the Years Ended December 31, 202 2 , 202 1 and 20 20

Consolidated Statements of Cash Flows for the Years Ended December 31, 20 22 , 202 1 and 20 20

14 unchanged sentences

001-36407) for the year ended December 31, 2019 and incorporated herein by reference)

4.3 Indenture, dated as of September 15, 2022, between the Registrant and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 27, 2022 (File No.

001-36407) for the quarterly period ended September 30, 2022 and incorporated herein by reference)

4.4 Form of 1.00% Convertible Senior notes due 2027 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on September 16, 2022 (File No.

001-36407) and incorporated herein by reference)

10.1** Amended and Restated 2004 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 8, 2014 (File No.

12 unchanged sentences

001-36407) for the quarterly period ended June 30, 2020 and incorporated herein by reference)

10.8** 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2019 (File No.

001-36407) for the quarterly period ended June 30, 2019 and incorporated herein by reference)

10.9** Second Amendment to 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2020 (File No.

10.8** Amended and Restated 2018 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 28, 2022 (File No.

001-36407) for the quarterly period ended June 30, 2022 and incorporated herein by reference)

1 unchanged sentence

001-36407) for the quarterly period ended June 30, 2018 and incorporated herein by reference)

10.11# Forms of Nonstatutory Stock Option Agreements under 2018 Stock Incentive Plan, as amended

10.12**# Forms of Stock Unit Award Agreements under 2018 Stock Incentive Plan, as amended

10.13** Amended and Restated Annual Incentive Program, as amended (filed as Exhibit 10.1 2 to the R egistrant's Annual Report on Form 10-K filed on February 11, 2021 (File No.

001-3 6407) for th e year ended December 31, 2020 and incorporated herein by reference )

10.10 Forms of Nonstatutory Stock Option Agreements under 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K filed on February 10, 2022 (File No.

001-36407) for the year ended December 31, 2021 and incorporated herein by reference)

10.11** Forms of Stock Unit Award Agreements under 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed on February 10, 2022 (File No.

001-36407) for the year ended December 31, 2021 and incorporated herein by reference)

10.12** Amended and Restated Annual Incentive Program, as amended (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed on February 11, 2021 (File No.

001-36407) for the year ended December 31, 2020 and incorporated herein by reference)

10.13** Employment Agreement between the Registrant and Dr.

5 unchanged sentences

001-36407) and incorporated herein by reference)

10.16** Letter Agreement between the Registrant and Barry E.

Greene dated August 26, 2020 (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2020 (File No.

001-36407) for the quarterly period ended September 30, 2020 and incorporated herein by reference)

10.15** Letter Agreement between the Registrant and Indrani L.

Franchini dated January 14, 2022 (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed on April 28, 2022 (File No.

001-36407) for the quarterly period ended March 31, 2022 and incorporated herein by reference)

10.16** Letter Agreement between the Registrant and Laurie B.

56 unchanged sentences

001-36407) for the quarterly period ended March 31, 2016 and incorporated herein by reference)

10.38† Co-exclusive License Agreement between Garching Innovation GmbH (now known as Max Planck Innovation GmbH) and Alnylam U.S., Inc.

dated December 20, 2002, as amended by Amendment dated July 8, 2003 together with Indemnification Agreement by and between Garching Innovation GmbH (now known as Max Planck Innovation GmbH) and Alnylam Pharmaceuticals, Inc.

effective April 1, 2004 (filed as Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 (File No.

333-113162) and incorporated herein by reference)

10.39† Co-exclusive License Agreement between Garching Innovation GmbH (now known as Max Planck Innovation GmbH) and Alnylam Europe, AG dated July 30, 2003 (filed as Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 (File No.

333-113162) and incorporated herein by reference)

10.40† Agreement between the Registrant, Garching Innovation GmbH (now known as Max Planck Innovation GmbH), Alnylam U.S., Inc.

and Alnylam Europe AG dated June 14, 2005 (filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q filed on August 11, 2005 (File No.

000-50743) for the quarterly period ended June 30, 2005 and incorporated herein by reference)

10.41 Confidential Settlement Agreement and Mutual Release entered into as of March 14, 2011 by and between Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.

V., Max-Planck-Innovation GmbH and the Registrant, on the one hand, and Whitehead Institute for Biomedical Research, Massachusetts Institute of Technology, and the University of Massachusetts, on the other hand (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2015 (File No.

001-36407) and incorporated herein by reference)

10.42 Exclusive License Agreement for Tuschl II United States Patents and Patent Applications dated as of March 14, 2011, by and between the Registrant and University of Massachusetts (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 2, 2015 (File No.

001-36407) and incorporated herein by reference)

10.43 Amendment to Co-Exclusive License Agreement dated as of March 14, 2011, by and between the Registrant, on the one hand, and Whitehead Institute for Biomedical Research, Massachusetts Institute of Technology and Max-Planck-Innovation GmbH (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2011 (File No.

000-50743) for the quarterly period ended March 31, 2011 and incorporated herein by reference)

10.37† Sublicense Agreement dated effective January 8, 2007 among the Registrant and INEX Pharmaceuticals Corporation (now Arbutus Biopharma Corporation, as successor in interest) (filed as Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed on February 18, 2011 (File No.

11 unchanged sentences

10.41†# Cross-License Agreement dated as of November 12, 2012 by and among the Registrant, Arbutus Biopharma Corporation (formerly Tekmira Pharmaceuticals Corporation) and Protiva Biotherapeutics Inc.

(filed as Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K filed on February 19, 2013 (File No.

000-50743) for the year ended December 31, 2012 and incorporated herein by reference)

10.42† Settlement Agreement and General Release entered into as of November 12, 2012 by and among Arbutus Biopharma Corporation (formerly Tekmira Pharmaceuticals Corporation), Protiva Biotherapeutics Inc., the Registrant and Acuitas Therapeutics Inc.

9 unchanged sentences

001-36407) for the quarterly period ended June 30, 2019 and incorporated herein by reference)

10.53† License and Collaboration Agreement dated as of February 3, 2013 by and among The Medicines Company and the Registrant (filed as Exhibit 10.2 to the Registrant’s Amendment No.

1 to its Quarterly Report on Form 10-Q/A filed on July 26, 2013 (File No.

000-50743) for the quarterly period ended March 31, 2013 and incorporated herein by reference)

10.46†# License and Collaboration Agreement dated as of February 3, 2013 by and among The Medicines Company and the Registrant

10.47 Amendment to License and Collaboration Agreement, dated as of November 22, 2019 between the Registrant and The Medicines Company (filed as Exhibit 10.50 to the Registrant’s Annual Report on Form 10-K filed on February 13, 2020 (File No.

001-36407) for the year ended December 31, 2019 and incorporated herein by reference)

10.48†# Amendment No.

2 to License and Collaboration Agreement, dated as of October 31, 2022 between the Registrant and The Medicines Company

10.49† Master Collaboration Agreement dated as of January 11, 2014 by and between the Registrant and Sanofi Genzyme (formerly Genzyme Corporation) (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2014 (File No.

32 unchanged sentences

001-36407) for the quarterly period ended June 30, 2020 and incorporated herein by reference)

10.66* Credit Agreement dated April 10, 2020 by and among the Registrant, as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2020 (File No.

001-36407) for the quarterly period ended June 30, 2020 and incorporated herein by reference)

10.67* First Amendment to Credit Agreement by and among the Registrant, as Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent dated August 15, 2020 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2020 (File No.

001-36407) for the quarterly period ended September 30, 2020 and incorporated herein by reference)

10.60*# Amendment to Purchase and Sale Agreement dated October 31, 2022 between BX Bodyguard Royalties L.P.

and the Registrant

10.61 Stock Purchase Agreement by and among the Registrant, as Borrower, and the investors listed in Exhibit A thereto, dated April 10, 2020 (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 filed on June 5, 2020 (File No.

7 unchanged sentences

and BXLS Family Investment Partnership V – ESC L.P.

dated November 23, 2021

dated November 23, 2021 (filed as Exhibit 10.70 to the Registrant's Annual Report on Form 10-K filed on February 10, 2022 (File No.

001-36407) for the year ended December 31, 2021 and incorporated herein by reference)

10.64† Patent Cross-License Agreement dated April 3, 2020 between Dicerna Pharmaceuticals, Inc.

1 unchanged sentence

001-36407) for the quarterly period ended June 30, 2020 and incorporated herein by reference)

10.65 Form of Capped Call Transaction Confirmation (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

001-36407, filed on September 16, 2022)

21.1# Subsidiaries of the Registrant

34 unchanged sentences

Ausiello, M.D.

/s/ Carolyn R.

Bertozzi, Ph.D.

/s/ Michael W.

7 unchanged sentences

Hamburg, M.D.

/s/ Steven M.

/s/ David E.I.

4 unchanged sentences

/s/ Phillip A.

/s/ Elliott Sigal, M.D., Ph.D.

Elliott Sigal, M.D., Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures