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EXHIBIT 10.39
AMENDMENT NO. 1 TO ADDENDUM RE: INFLUENZA PROGRAM
TO
RESEARCH COLLABORATION AND LICENSE AGREEMENT
This
AMENDMENT NO. 1 TO ADDENDUM RE: INFLUENZA PROGRAM TO RESEARCH
COLLABORATION AND LICENSE AGREEMENT (this "Amendment"), effective
as of March
14, 2006, by and between Novartis Institutes for BioMedical
Research, Inc., a
corporation organized and existing under the laws of Delaware, with
its
principal place of business at 250 Massachusetts Avenue,
Cambridge,
Massachusetts 02139 ("Novartis"), and Alnylam Pharmaceuticals,
Inc., a
corporation organized and existing under the laws of Delaware, with
its
principal place of business at 300 Third Street, 3rd Floor,
Cambridge,
Massachusetts 02142 ("Alnylam"), amends that certain Addendum Re:
Influenza
Program to Research Collaboration and License Agreement, dated
February 17,
2006, by and between Novartis and Alnylam (the "Addendum"). For the
purposes of
this Amendment, capitalized terms, whether used in the singular or
plural form,
shall have the respective meanings ascribed to such terms in the
Addendum,
unless defined herein.
WHEREAS,
prior to the date hereof, Novartis and Alnylam entered into the
Addendum; and
WHEREAS,
Novartis and Alnylam desire to amend the Addendum pursuant to
the
terms of this Amendment.
NOW,
THEREFORE
