Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On August 21, 2009, John A. Schmidt, M.D., confirmed his resignation as Chief Scientific Officer of Alnylam Pharmaceuticals, Inc. (the "Company"), effective as of September 30, 2009. In connection with Dr. Schmidt's resignation, in consideration for his continued service through September 30, 2009 and his agreement to a general release and certain other standard terms and conditions, the Company has agreed to provide Dr. Schmidt with the following severance pay and benefits: (i) severance in the gross amount of two hundred twelve thousand, five hundred dollars ($212,500) (an amount equal to six (6) months of Dr. Schmidt's gross base salary); (ii) the full cost of any COBRA premiums until the earlier of March 31, 2010 and the date Dr. Schmidt becomes eligible for coverage under the group health plan of another employer; and
(iii) reimbursement of outplacement services up to a maximum amount of ten thousand dollars ($10,000). In addition, the Company waived its right to repayment by Dr. Schmidt of a sign-on bonus and certain relocation and related expenses provided pursuant to the terms of Dr. Schmidt's offer of employment.

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