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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-23 · 31 added, 15 removed, 278 unchanged (14% of the section changed)

3 unchanged sentences

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

2 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

10 unchanged sentences

OTHER INFORMATION

Adoption of 10b5-1 Trading Plans by Our Officers and Directors

During our fiscal quarter ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading plan” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

62 unchanged sentences

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

10.12** Form of Performance Stock Unit Award Agreement for Executive Officers under 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 4, 2023 (File No.

001-36407) for the quarterly period ended March 31, 2023 and incorporated herein by reference)

10.13** Form of Restricted Stock Unit Award Agreement for Executive Officers under 2018 Stock Incentive Plan, as amended (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 4, 2023 (File No.

001-36407) for the quarterly period ended March 31, 2023 and incorporated herein by reference)

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.

10 unchanged sentences

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.

Keating dated September 6, 2021 (filed as Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed on October 28, 2021 (File No.

001-36407) for the quarterly period ended September 30, 2021 and incorporated herein by reference)

Letter Agreement, dated July 31, 2023, between Alnylam Pharmaceuticals, Inc.

and Akshay K.

Vaishnaw, M.D., Ph.D.

(filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 3, 2023 (File No.

001-36407) and incorporated herein by reference)

Consulting Agreement dated as of March 1, 2006 by and between the Registrant and Phillip A.

66 unchanged sentences

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 10.41 to the Registrant's Annual Report on Form 10-K filed on February 23, 2023 (File No.

001-36407) for the year ended December 31, 2022 and incorporated herein by reference)

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.

1 unchanged sentence

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

10.43 Stock Purchase Agreement dated as of April 8, 2019 by and between the Registrant and Regeneron Pharmaceuticals, Inc.

(filed as Exhibit 10.6 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)

Investor Agreement dated as of April 8, 2019 by and between the Registrant and Regeneron Pharmaceuticals, Inc.

3 unchanged sentences

001-36407) for the quarterly period ended June 30, 2019 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

Amendment No.

1 entered into as of April 10, 2023 to the Master Collaboration Agreement dated as of April 8, 2019 by and between the Registrant and Regeneron Pharmaceuticals, Inc.

(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 3, 2023 (File No.

001-36407) for the quarterly period ended June 30, 2023 and incorporated herein by reference)

License and Collaboration Agreement dated as of February 3, 2013 by and among The Medicines Company and the Registrant (filed as Exhibit 10.46 to the Registrant’s Annual Report on Form 10-K filed on February 23, 2023 (File No.

001-36407) for the year ended December 31, 2022 and incorporated herein by reference)

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.

1 unchanged sentence

Amendment No.

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

2 to License and Collaboration Agreement, dated as of October 31, 2022 between the Registrant and The Medicines Company (filed as Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K filed on February 23, 2023 (File No.

001-36407) for the year ended December 31, 2022 and incorporated herein by reference)

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.

33 unchanged sentences

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.

333-238989) and incorporated herein by reference)

and the Registrant (filed as Exhibit 10.60 to the Registrant’s Annual Report on Form 10-K filed on February 23, 2023 (File No.

001-36407) for the year ended December 31, 2022 and incorporated herein by reference)

Co-Development Agreement between the Registrant and BXLS V Bodyguard – PCP L.P.

7 unchanged sentences

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

Collaboration and License Agreement dated as of July 21, 2023 by and between the Registrant and F.

Hoffmann-La Roche Ltd.

and Genentech, Inc.

(filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 2, 2023 (File No.

001-36407) for the quarterly period ended September 30, 2023 and incorporated herein by reference)

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

11 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Principal Financial Officer

P olicy for t he R ecovery of E rroneously A war ded I ncentive -B ased C ompensation

101.SCH# Inline XBRL Taxonomy Extension Schema Document

33 unchanged sentences

Olivier Brandicourt, M.D.

/s/ Marsha H.

Fanucci Director

/s/ Margaret A.

10 unchanged sentences

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