Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2012, the Board of Directors (the "Board") of Alnylam Pharmaceuticals, Inc. (the "Company") elected Dennis A. Ausiello, M.D. as a Class II director with a term expiring at the annual meeting of stockholders to be held in June 2012.

In connection with his election to the Board, Dr. Ausiello is entitled to receive a cash fee of $75,000 per year. The Company will also reimburse Dr. Ausiello for reasonable travel and other related expenses incurred in connection with his service on the Board. Under his employer's policy, Dr. Ausiello is currently subject to limitations on the amount of compensation he can receive from the Company and is not permitted to receive any equity compensation for serving as a director. In the event Dr. Ausiello becomes eligible to receive equity compensation in the future, his cash fee will be adjusted to $50,000 per year and he will receive equity compensation pursuant to the Company's compensation policy for non-employee directors, which is described annually in the Company's Proxy Statement filed with the Securities and Exchange Commission. Dr. Ausiello will also serve as a member of the Company's Scientific Advisory Board ("SAB"). He will not receive any additional compensation for such service, but will be reimbursed for reasonable travel and other related expenses incurred in connection with his attendance at SAB meetings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Consulting Agreement dated as of April 20, 2012 by and between the Company and Dennis A. Ausiello, M.D.

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