Genzyme exercises Alnylam share purchase right

CAMBRIDGE, Mass.—RNAi therapeutics company Alnylam Pharmaceuticals, Inc. has announced that Genzyme, a Sanofi company, has exercised its right to purchase 344,448 unregistered shares of Alnylam’s common stock, per the terms of an investor rights agreement signed between the companies January 11 of this year. The shares became available for purchase following Alnylam’s issuance of shares of common stock to Merck in conjunction with the former’s acquisition of Sirna Therapeutics.

Alnylam and Genzyme established a collaboration to develop and commercialize RNAi therapeutics as genetic medicines in January. In partial consideration for the rights Genzyme received and pursuant to the terms of a stock purchase agreement, Genzyme purchased 8,766,338 shares of newly issued Alnylam common stock at a purchase price of roughly $80 per share, and paid Alnylam $700 million in aggregate cash consideration.

Per the terms of the investor rights agreement, Genzyme has the right to buy additional shares to maintain its ownership percentage of Alnylam common stock, and on March 25, the company purchased those additional shares at $66.88 per share, and paid Alnylam roughly $23 million. With this purchase, Genzyme will maintain its current ownership level of approximately 12 percent.

“Our transformational alliance with Genzyme is off to a great start, and we look forward to a close strategic relationship for many years to come,” Laurence Reid, Ph.D., senior vice president and chief business officer of Alnylam, commented in a press release. “This additional investment in Alnylam represents a continued endorsement of their commitment to our collaborative efforts as we work together to develop and commercialize RNAi therapeutics as genetic medicines.”

The RNAi agreement covers a range of compounds, and stipulates that Alnylam retains products rights in North America and Western Europe while Genzyme will be granted rights to pipeline programs in the rest of the world. Its rights will be structured as an opt-in, which is triggered when human proof of concept is reached. Alnylam will have development control for all programs prior to the opt-in and will maintain control for all programs in its territory.

Genzyme will opt-in to one compound, patisiran (ALN-TTR02), at the closing of the transaction for its territories, with Alnylam retaining full product rights in its territories. The companies will also expand their existing collaboration on ALN-TTRsc, an RNAi therapeutic in a Phase 2 trial for the treatment of ATTR patients with TTR amyloid cardiomyopathy; this compound will be co-developed and co-promoted in North America and Western Europe, with Genzyme developing and commercializing it in its territories.

Genzyme also has rights to Alnylam’s current “5x15” programs and the right to either co-develop and co-promote ALN-AT3 for treating hemophilia and other rare bleeding disorders in Alnylam’s territory (with Alnylam retaining development and commercialization control), or obtain a global license to ALN-AS1 for treating hepatic porphyrias. Genzyme will exercise its right once both programs complete human proof of concept.

SOURCE: Alnylam press release