AMENDED AND RESTATED

 

                                     BYLAWS

 

                                       OF

 

                          ALNYLAM PHARMACEUTICALS, INC.

                         (formerly Alnylam Holding Co.)

 

                                   ARTICLE I

 

                                  STOCKHOLDERS

 

      1.1 Place of Meetings. All meetings of stockholders shall be held at such

place as may be designated from time to time by the Board of Directors, the

Chairman of the Board or the Chief Executive Officer or, if not so designated,

at the principal office of the corporation.

 

      1.2 Annual Meeting. The annual meeting of stockholders for the election of

directors and for the transaction of such other business as may properly be

brought before the meeting shall be held on a date and at a time designated by

the Board of Directors, the Chairman of the Board, the Chief Executive Officer

or the President (if the President shall be a different individual than the

Chief Executive Officer) (which date shall not be a legal holiday in the place

where the meeting is to be held). If no annual meeting is held in accordance

with the foregoing provisions, a special meeting may be held in lieu of the

annual meeting, and any action taken at that special meeting shall have the same

effect as if it had been taken at the annual meeting, and in such case all

references in these Bylaws to the annual meeting of the stockholders shall be

deemed to refer to such special meeting.

 

      1.3 Special Meetings. Special meetings of stockholders for any purpose or

purposes may be called at any time by the Board of Directors, the Chairman of

the Board, the Chief Executive Officer or the President (if the President shall

be a different individual than the Chief Executive Officer), but such special

meetings may not be called by any other person or persons. Business transacted

at any special meeting of stockholders shall be limited to matters relating to

the purpose or purposes stated in the notice of meeting.

 

      1.4 Notice of Meetings. Except as otherwise provided by law, notice of

each meeting of stockholders, whether annual or special, shall be given not less

than 10 nor more than 60 days before the date of the meeting to each stockholder

entitled to vote at such meeting. Without limiting the manner by which notice

otherwise may be given to stockholders, any notice shall be effective if given

by a form of electronic transmission consented to (in a manner consistent with

the General Corporation Law of the State of Delaware) by the stockholder to whom

the notice is given. The notices of all meetings shall state the place, date and

time of the meeting and the means of remote communications, if any, by which

stockholders and proxyholders may be deemed to be present in person and vote at

such meeting. The notice of a special meeting shall state, in addition, the

purpose or purposes for which the meeting is called. If notice is given by mail,

such notice shall be deemed given when deposited in the United States mail,

postage prepaid, directed to the stockholder at such stockholder's address as it

appears on the records of the corporation. If notice is given by electronic

transmission, such notice shall be deemed given at the time specified in Section

232 of the General Corporation Law of the State of Delaware.

 

      1.5 Voting List. The Secretary shall prepare, at least 10 days before

every meeting of stockholders, a complete list of the stockholders entitled to

vote at the meeting, arranged in alphabetical order, and showing the address of

each stockholder and the number of shares registered in the name of each

stockholder. Such list shall be open to the examination of any stockholder, for

any purpose germane to the meeting, for a period of at least 10 days prior to

the meeting: (i) on a reasonably accessible electronic network, provided that

the information

<PAGE>

required to gain access to such list is provided with notice of the meeting, or

(ii) during ordinary business hours, at the principal place of business of the

corporation. The list shall also be produced and kept at the time and place of

the meeting during the whole time thereof, and may be inspected by any

stockholder who is present.

 

      1.6 Quorum. Except as otherwise provided by law, the Certificate of

Incorporation or these Bylaws, the holders of a majority in voting power of the

shares of the capital stock of the corporation issued and outstanding and

entitled to vote at the meeting, present in person, present by means of remote

communication in a manner, if any, authorized by the Board of Directors in its

sole discretion, or represented by proxy, shall constitute a quorum for the

transaction of business. A quorum, once established at a meeting, shall not be

broken by the withdrawal of enough votes to leave less than a quorum.

 

      1.7 Adjournments. Any meeting of stockholders may be adjourned from time

to time to any other time and to any other place at which a meeting of

stockholders may be held under these Bylaws by the stockholders present or

represented at the meeting and entitled to vote, although less than a quorum,

or, if no stockholder is present, by any officer entitled to preside at or to

act as secretary of such meeting. It shall not be necessary to notify any

stockholder of any adjournment of less than 30 days if the time and place of the

adjourned meeting, and the means of remote communication, if any, by which

stockholders and proxyholders may be deemed to be present in person and vote at

such adjourned meeting, are announced at the meeting at which adjournment is

taken, unless after the adjournment a new record date is fixed for the adjourned

meeting. At the adjourned meeting, the corporation may transact any business

which might have been transacted at the original meeting.

 

      1.8 Voting and Proxies. Each stockholder shall have one vote for each

share of stock entitled to vote held of record by such stockholder and a

proportionate vote for each fractional share so held, unless otherwise provided

by law or the Certificate of Incorporation. Each stockholder of record entitled

to vote at a meeting of stockholders may vote in person (including by means of

remote communications, if any, by which stockholders may be deemed to be present

in person and vote at such meeting) or may authorize another person or persons

to vote for such stockholder by a proxy executed or transmitted in a manner

permitted by the General Corporation Law of the State of Delaware by the

stockholder or such stockholder's authorized agent and delivered (including by

electronic transmission) to the Secretary of the corporation. No such proxy

shall be voted upon after three years from the date of its execution, unless the

proxy expressly provides for a longer period.

 

      1.9 Action at Meeting. When a quorum is present at any meeting, any matter

other than the election of directors to be voted upon by the stockholders at

such meeting shall be decided by the affirmative vote of the holders of a

majority in voting power of the outstanding shares of stock present or

represented and voting on such matter (or if there are two or more classes of

stock entitled to vote as separate classes, then in the case of each such class,

the holders of a majority of the stock of that class present or represented and

voting on such matter), except when a different vote is required by law,

applicable rule, regulation or listing agreement, the Certificate of

Incorporation or these Bylaws. When a quorum is present at any meeting, any

election by stockholders of directors shall be determined by a plurality of the

votes cast by the stockholders entitled to vote on the election.

 

 

                                     - 2 -

<PAGE>

      1.10 Nomination of Directors.

 

            (a) Except for (i) any directors entitled to be elected by the

holders of preferred stock, (ii) any directors elected in accordance with

Section 2.8 hereof by the Board of Directors to fill a vacancy or newly created

directorships, or (iii) as otherwise required by applicable law or stock market

regulation, only persons who are nominated in accordance with the procedures in

this Section 1.10 shall be eligible for election as directors. Nomination for

election to the Board of Directors of the corporation at a meeting of

stockholders may be made (i) by or at the direction of the Board of Directors or

(ii) by any stockholder of the corporation who (x) complies with the notice

procedures set forth in Section 1.10(b) and (y) is a stockholder of record on

the date of the giving of such notice and on the record date for the

determination of stockholders entitled to vote at such meeting.

 

            (b) To be timely, a stockholder's notice must be received in writing

by the Secretary at the principal executive offices of the corporation as

follows: (x) in the case of an election of directors at an annual meeting of

stockholders, not less than 90 days nor more than 120 days prior to the first

anniversary of the preceding year's annual meeting; provided, however, that in

the event that the date of the annual meeting is advanced by more than 20 days,

or delayed by more than 60 days, from the first anniversary of the preceding

year's annual meeting, a stockholder's notice must be so received not earlier

than the 120th day prior to such annual meeting and not later than the close of

business on the later of (A) the 90th day prior to such annual meeting and (B)

the tenth day following the day on which notice of the date of such annual

meeting was mailed or public disclosure of the date of such annual meeting was

made, whichever first occurs; or (y) in the case of an election of directors at

a special meeting of stockholders, provided that the Board of Directors has

determined that directors shall be elected as such meeting, not earlier than the

120th day prior to such special meeting and not later than the close of business

on the later of (i) the 90th day prior to such special meeting and (ii) the

tenth day following the day on which notice of the date of such special meeting

was mailed or public disclosure of the date of such special meeting was made,

whichever first occurs. In no event shall the adjournment or postponement of an

annual or special meeting (or the public announcement thereof) commence a new

time (or extend any time period) for the giving of a stockholder's notice.

 

      The stockholder's notice to the Secretary shall set forth: (a) as to each

proposed nominee (i) such person's name, age, business address and, if known,

residence address, (ii) such person's principal occupation or employment, (iii)

the class and number of shares of stock of the corporation which are

beneficially owned by such person, and (iv) any other information concerning

such person that must be disclosed as to nominees in proxy solicitations

pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended

(the "Exchange Act"); (b) as to the stockholder giving the notice (i) such

stockholder's name and address, as they appear on the corporation's books, (ii)

the class and number of shares of stock of the corporation which are owned,

beneficially and of record, by such stockholder, (iii) a description of all

arrangements or understandings between such stockholder and each proposed

nominee and any other person or persons (including their names) pursuant to

which the nomination(s) are to be made by such stockholder, (iv) a

representation that such stockholder intends to appear in person or by proxy at

the meeting to nominate the person(s) named in its notice and (v) a

representation whether the stockholder intends or is part of a group which

intends (a) to deliver a proxy

 

                                     - 3 -

<PAGE>

statement and/or form of proxy to holders of at least the percentage of the

corporation's outstanding capital stock required to elect the nominee and/or (b)

otherwise to solicit proxies from stockholders in support of such nomination;

and (c) as to the beneficial owner, if any, on whose behalf the nomination is

being made (i) such beneficial owner's name and address, (ii) the class and

number of shares of stock of the corporation which are beneficially owned by

such beneficial owner, (iii) a description of all arrangements or understandings

between such beneficial owner and each proposed nominee and any other person or

persons (including their names) pursuant to which the nomination(s) are to be

made and (iv) a representation whether the beneficial owner intends or is part

of a group which intends (a) to deliver a proxy statement and/or form of proxy

to holders of at least the percentage of the corporation's outstanding capital

stock requirement to elect the nominee and/or (b) otherwise to solicit proxies

from stockholders in support of such nomination. In addition, to be effective,

the stockholder's notice must be accompanied by the written consent of the

proposed nominee to serve as a director if elected. The corporation may require

any proposed nominee to furnish such other information as may reasonably be

required to determine the eligibility of such proposed nominee to serve as a

director of the corporation. A stockholder shall not have complied with this

Section 1.10(b) if the stockholder or beneficial owner, if any, on whose behalf

the nomination is made solicited (or is part of a group which solicited) or did

not so solicit, as the case may be, proxies in support of such stockholder's

nominee in compliance with the representations with respect thereto required by

this Section 1.10.

 

            (c) The chairman of any meeting shall, if the facts warrant, have

the power and duty to determine that a nomination was not made in accordance

with the provisions of this Section 1.10 (including whether the stockholder or

beneficial owner, if any, on whose behalf the nomination is made solicited (or

is part of a group which solicited) or did not so solicit, as the case may be,

proxies in support of such stockholder's nominee in compliance with the

representations with respect thereto required by this Section 1.10), and if the

chairman should so determine, the chairman shall so declare to the meeting and

such nomination shall be disregarded.

 

            (d) Except as otherwise required by law, nothing in this Section

1.10 shall obligate the corporation or the Board of Directors to include in any

proxy statement or other stockholder communication distributed on behalf of the

corporation or the Board of Directors information with respect to any nominee

for director submitted by a stockholder.

 

            (e) Notwithstanding the foregoing provisions of this Section 1.10,

if the stockholder (or a qualified representative of the stockholder) does not

appear at the annual or special meeting of stockholders of the corporation to

present a nomination, such nomination shall be disregarded, notwithstanding that

proxies in respect of such vote may have been received by the corporation. For

purposes of this Section 1.10, to be considered a qualified representative of

the stockholder, a person must be authorized by a writing executed by such

stockholder or an electronic transmission delivered by such stockholder to act

for such stockholder as proxy at the meeting of stockholders and such person

must produce such writing or electronic transmission, or a reliable reproduction

of the writing or electronic transmission, at the meeting of stockholders.

 

 

                                     - 4 -

<PAGE>

            (f) For purposes of this Section 1.10, "public disclosure" shall

include disclosure in a press release reported by the Dow Jones New Service,

Associated Press or comparable national news service or in a document publicly

filed by the Corporation with the Securities and Exchange Commission pursuant to

Section 13, 14 or 15(d) of the Exchange Act.

 

      1.11 Notice of Business at Annual Meetings.

 

            (a) At any annual meeting of the stockholders, only such business

shall be conducted as shall have been properly brought before the meeting. To be

properly brought before an annual meeting, business must be (i) specified in the

notice of meeting (or any supplement thereto) given by or at the direction of

the Board of Directors, (ii) otherwise properly brought before the meeting by or

at the direction of the Board of Directors, or (iii) properly brought before the

meeting by a stockholder. For business to be properly brought before an annual

meeting by a stockholder, (i) if such business relates to the nomination of a

person for election as a director of the corporation, the procedures in Section

1.10 must be complied with and (ii) if such business relates to any other

matter, the business must constitute a proper matter for stockholder action and

the stockholder must (x) have given timely notice thereof in writing to the

Secretary in accordance with the procedures set forth in Section 1.11(b) and (y)

be a stockholder of record on the date of the giving of such notice and on the

record date for the determination of stockholders entitled to vote at such

annual meeting.

 

            (b) To be timely, a stockholder's notice must be received in writing

by the Secretary at the principal executive offices of the corporation not less

than 90 days nor more than 120 days prior to the first anniversary of the

preceding year's annual meeting; provided, however, that in the event that the

date of the annual meeting is advanced by more than 20 days, or delayed by more

than 60 days, from the first anniversary of the preceding year's annual meeting,

a stockholder's notice must be so received not earlier than the 120th day prior

to such annual meeting and not later than the close of business on the later of

(A) the 90th day prior to such annual meeting and (B) the tenth day following

the day on which notice of the date of such annual meeting was mailed or public

disclosure of the date of such annual meeting was made, whichever first occurs.

In no event shall the adjournment or postponement of an annual meeting (or the

public announcement thereof) commence a new time (or extend any time period) for

the giving of a stockholder's notice.

 

      The stockholder's notice to the Secretary shall set forth as to each

matter the stockholder proposes to bring before the annual meeting (i) a brief

description of the business desired to be brought before the annual meeting, the

text of the proposal or business (including the text of any resolutions proposed

for consideration and in the event that such business includes a proposal to

amend these By-laws, the language of the proposed amendment), and the reasons

for conducting such business at the annual meeting, (ii) the name and address,

as they appear on the corporation's books, of the stockholder proposing such

business, and the name and address of the beneficial owner, if any, on whose

behalf the proposal is made, (iii) the class and number of shares of stock of

the corporation which are owned, of record and beneficially, by the stockholder

and beneficial owner, if any, (iv) a description of all arrangements or

understandings between such stockholder or such beneficial owner, if any, and

any other person or persons (including their names) in connection with the

proposal of such business by such stockholder and any material interest of the

stockholder or such beneficial owner, if any, in such business, (v) a

 

                                     - 5 -

<PAGE>

representation that such stockholder intends to appear in person or by proxy at

the annual meeting to bring such business before the meeting and (vi) a

representation whether the stockholder or the beneficial owner, if any, intends

or is part of a group which intends (a) to deliver a proxy statement and/or form

of proxy to holders of at least the percentage of the corporation's outstanding

capital stock required to approve or adopt the proposal and/or (b) otherwise to

solicit proxies from stockholders in support of such proposal. Notwithstanding

anything in these Bylaws to the contrary, no business shall be conducted at any

annual meeting of stockholders except in accordance with the procedures set

forth in this Section 1.11; provided that any stockholder proposal which

complies with Rule 14a-8 of the proxy rules (or any successor provision)

promulgated under the Securities Exchange Act of 1934, as amended, and is to be

included in the corporation's proxy statement for an annual meeting of

stockholders shall be deemed to comply with the requirements of this Section

1.11. A stockholder shall not have complied with this Section 1.11(b) if the

stockholder or beneficial owner, if any, on whose behalf the nomination is made

solicited (or is part of a group which solicited) or did not so solicit, as the

case may be, proxies in support of such stockholder's nominee in compliance with

the representations with respect thereto required by this Section 1.11.

 

            (c) The chairman of any meeting shall, if the facts warrant, have

the power and duty to determine that business was not properly brought before

the meeting in accordance with the provisions of this Section 1.11 (including

whether the stockholder or beneficial owner, if any, on whose behalf the

proposal is made solicited (or is part of a group which solicited) or did not so

solicit, as the case may be, proxies in support of such stockholder's proposal

in compliance with the representation with respect thereto required by this

Section 1.11), and if the chairman should so determine, the chairman shall so

declare to the meeting and such business shall not be brought before the

meeting.

 

            (d) Notwithstanding the foregoing provisions of this Section 1.11,

if the stockholder (or a qualified representative of the stockholder) does not

appear at the annual meeting of stockholders of the corporation to present

business, such business shall not be transacted, notwithstanding that proxies in

respect of such vote may have been received by the corporation. For purposes of

this Section 1.11, to be considered a qualified representative of the

stockholder, a person must be authorized by a writing executed by such

stockholder or an electronic transmission delivered by such stockholder to act

for such stockholder as proxy at the meeting of stockholders and such person

must produce such writing or electronic transmission, or a reliable reproduction

of the writing or electronic transmission, at the meeting of stockholders.

 

            (e) For purposes of this Section 1.11, "public disclosure" shall

include disclosure in a press release reported by the Dow Jones New Service,

Associated Press or comparable national news service or in a document publicly

filed by the corporation with the Securities and Exchange Commission pursuant to

Section 13, 14 or 15(d) of the Exchange Act.

 

      1.12 Conduct of Meetings.

 

            (a) Meetings of stockholders shall be presided over by the Chairman

of the Board, if any, or in the Chairman's absence by the Vice Chairman of the

Board, if any, or in the Vice Chairman's absence by the Chief Executive Officer,

or in the Chief Executive Officer's

 

                                     - 6 -

<PAGE>

absence by the President (if the President shall be a different individual than

the Chief Executive Officer), or in the President's absence by a Vice President,

or in the absence of all of the foregoing persons by a chairman designated by

the Board of Directors, or in the absence of such designation by a chairman

chosen by vote of the stockholders at the meeting. The Secretary shall act as

secretary of the meeting, but in the Secretary's absence the chairman of the

meeting may appoint any person to act as secretary of the meeting.

 

            (b) The Board of Directors of the corporation may adopt by

resolution such rules, regulations and procedures for the conduct of any meeting

of stockholders of the corporation as it shall deem appropriate including,

without limitation, such guidelines and procedures as it may deem appropriate

regarding the participation by means of remote communication of stockholders and

proxyholders not physically present at a meeting. Except to the extent

inconsistent with such rules, regulations and procedures as adopted by the Board

of Directors, the chairman of any meeting of stockholders shall have the right

and authority to prescribe such rules, regulations and procedures and to do all

such acts as, in the judgment of such chairman, are appropriate for the proper

conduct of the meeting. Such rules, regulations or procedures, whether adopted

by the Board of Directors or prescribed by the chairman of the meeting, may

include, without limitation, the following: (i) the establishment of an agenda

or order of business for the meeting; (ii) rules and procedures for maintaining

order at the meeting and the safety of those present; (iii) limitations on

attendance at or participation in the meeting to stockholders of record of the

corporation, their duly authorized and constituted proxies or such other persons

as shall be determined; (iv) restrictions on entry to the meeting after the time

fixed for the commencement thereof; and (v) limitations on the time allotted to

questions or comments by participants. Unless and to the extent determined by

the Board of Directors or the chairman of the meeting, meetings of stockholders

shall not be required to be held in accordance with the rules of parliamentary

procedure.

 

            (c) The chairman of the meeting shall announce at the meeting when

the polls for each matter to be voted upon at the meeting will be opened and

closed. If no announcement is made, the polls shall be deemed to have opened

when the meeting is convened and closed upon the final adjournment of the

meeting. After the polls close, no ballots, proxies or votes or any revocations

or changes thereto may be accepted.

 

            (d) In advance of any meeting of stockholders, the Board of

Directors, the Chairman of the Board, the Chief Executive Officer or the

President (if the President shall be a different individual than the Chief

Executive Officer) shall appoint one or more inspectors or election to act at

the meeting and make a written report thereof. One or more other persons may be

designated as alternate inspectors to replace any inspector who fails to act. If

no inspector or alternate is present, ready and willing to act at a meeting of

stockholders, the chairman of the meeting shall appoint one or more inspectors

to act at the meeting. Unless otherwise required by law, inspectors may be

officers, employees or agents of the corporation. Each inspector, before

entering upon the discharge of such inspector's duties, shall take and sign an

oath faithfully to execute the duties of inspector with strict impartiality and

according to the best of such inspector's ability. The inspector shall have the

duties prescribed by law and shall take charge of the polls and, when the vote

in completed, shall make a certificate of the result of the vote taken and of

such other facts as may be required by law.

 

 

                                     - 7 -

<PAGE>

      1.13 No Action by Consent in Lieu of a Meeting. Stockholders of the

corporation may not take any action by written consent in lieu of a meeting.

 

                                   ARTICLE II

 

                                    DIRECTORS

 

      2.1 General Powers. The business and affairs of the corporation shall be

managed by or under the direction of a Board of Directors, who may exercise all

of the powers of the corporation except as otherwise provided by law or the

Certificate of Incorporation.

 

      2.2 Number, Election and Qualification. Subject to the rights of holders

of any series of Preferred Stock to elect directors, the number of directors of

the Corporation shall be established by the Board of Directors. Election of

Directors need not be by written ballot. Directors need not be stockholders of

the corporation.

 

      2.3 Classes of Directors. Subject to the rights of holders of any series

of Preferred Stock to elect directors, the Board of Directors shall be and is

divided into three classes: Class I, Class II and Class III.

 

      2.4 Terms of Office. Subject to the rights of holders of any series of

Preferred Stock to elect directors, each director shall serve for a term ending

on the date of the third annual meeting following the annual meeting at which

such director was elected; provided, that each director initially appointed to

Class I shall serve for a term expiring at the corporation's annual meeting of

stockholders held in 2005; each director initially appointed to Class II shall

serve for a term expiring at the corporation's annual meeting of stockholders

held in 2006; and each director initially appointed to Class III shall serve for

a term expiring at the corporation's annual meeting of stockholders held in

2007; provided further, that the term of each director shall continue until the

election and qualification of a successor and be subject to such director's

earlier death, resignation or removal.

 

      2.5 Quorum. The greater of (a) a majority of the directors at any time in

office and (b) one-third of the number of directors fixed by the Board of

Directors shall constitute a quorum for the transaction of business. If at any

meeting of the Board of Directors there shall be less than such a quorum, a

majority of the directors present may adjourn the meeting from time to time

without further notice other than announcement at the meeting, until a quorum

shall be present.

 

      2.6 Action at Meeting. Every act or decision done or made by a majority of

the directors present at a meeting duly held at which a quorum is present shall

be regarded as the act of the Board of Directors unless a greater number is

required by law or by the Certificate of Incorporation.

 

      2.7 Removal. Subject to the rights of holder of any series of Preferred

Stock, directors of the corporation may be removed only for cause and only by

the affirmative vote of the holders of at least seventy-five percent (75%) of

the votes which all the stockholders would be entitled to cast in any annual

election of directors or class of directors.

 

 

                                     - 8 -

<PAGE>

      2.8 Vacancies. Subject to the rights of holder of any series of Preferred

Stock, any vacancy or newly created directorships on the Board of Directors,

however occurring, shall be filled only by vote of a majority of the directors

then in office, although less than a quorum, or by a sole remaining director and

shall not be filled by the stockholders. A director elected to fill a vacancy

shall hold office until the next election of the class for which such director

shall have been chosen, subject to the election and qualification of a successor

or until such director's earlier death, resignation or removal.

 

      2.9 Resignation. Any director may resign by delivering a resignation in

writing or by electronic transmission to the corporation at its principal office

or to the Chairman of the Board, the Chief Executive Officer, the President (if

the President shall be a different individual than the Chief Executive Officer)

or the Secretary. Such resignation shall be effective upon receipt unless it is

specified to be effective at some later time or upon the happening of some later

event.

 

      2.10 Regular Meetings. Regular meetings of the Board of Directors may be

held without notice at such time and place as shall be determined from time to

time by the Board of Directors; provided that any director who is absent when

such a determination is made shall be given notice of the determination. A

regular meeting of the Board of Directors may be held without notice immediately

after and at the same place as the annual meeting of stockholders.

 

      2.11 Special Meetings. Special meetings of the Board of Directors may be

held at any time and place designated in a call by the Chairman of the Board,

the Chief Executive Officer, two or more directors, or by one director in the

event that there is only a single director in office.

 

      2.12 Notice of Special Meetings. Notice of any special meeting of

directors shall be given to each director by the Secretary or by the officer or

one of the directors calling the meeting. Notice shall be duly given to each

director (i) in person or by telephone or electronic mail at least 24 hours in

advance of the meeting, (ii) by sending a telegram or telecopy or delivering

written notice by hand, to such director's last known business, home or

electronic mail address at least 48 hours in advance of the meeting, or (iii) by

sending written notice, via first-class mail or reputable overnight courier, to

such director's last known business or home address at least 72 hours in advance

of the meeting. A notice or waiver of notice of a meeting of the Board of

Directors need not specify the purposes of the meeting.

 

      2.13 Meetings by Conference Communications Equipment. Directors may

participate in meetings of the Board of Directors or any committee thereof by

means of conference telephone or other communications equipment by means of

which all persons participating in the meeting can hear each other, and

participation by such means shall constitute presence in person at such meeting.

 

      2.14 Action by Consent. Any action required or permitted to be taken at

any meeting of the Board of Directors or of any committee thereof may be taken

without a meeting, if all members of the Board of Directors or committee, as the

case may be, consent to the action in writing or by electronic transmission, and

the written consents or electronic transmissions are filed with the minutes of

proceedings of the Board of Directors or committee.

 

 

                                     - 9 -

<PAGE>

      2.15 Committees. The Board of Directors may designate one or more

committees, each committee to consist of one or more of the directors of the

corporation. The Board of Directors may designate one or more directors as

alternate members of any committee, who may replace any absent or disqualified

member at any meeting of the committee. In the absence or disqualification of a

member of a committee, the member or members of the committee present at any

meeting and not disqualified from voting, whether or not such member or members

constitute a quorum, may unanimously appoint another member of the Board of

Directors to act at the meeting in the place of any such absent or disqualified

member. Any such committee, to the extent provided in the resolution of the

Board of Directors and subject to the provisions of law, shall have and may

exercise all the powers and authority of the Board of Directors in the

management of the business and affairs of the corporation and may authorize the

seal of the corporation to be affixed to all papers which may require it. Each

such committee shall keep minutes and make such reports as the Board of

Directors may from time to time request. Except as the Board of Directors may

otherwise determine, any committee may make rules for the conduct of its

business, but unless otherwise provided by the directors or in such rules, its

business shall be conducted as nearly as possible in the same manner as is

provided in these Bylaws for the Board of Directors.

 

      2.16 Compensation of Directors. Directors may be paid such compensation

for their services and such reimbursement for expenses of attendance at meetings

as the Board of Directors may from time to time determine. No such payment shall

preclude any director from serving the corporation or any of its parent or

subsidiary entities in any other capacity and receiving compensation for such

service.

 

                                  ARTICLE III

 

                                    OFFICERS

 

      3.1 Titles. The officers of the corporation shall consist of a Chief

Executive Officer, a President, a Secretary, a Treasurer and such other officers

with such other titles as the Board of Directors may from time to time

determine, including a Chairman of the Board, a Vice Chairman of the Board, a

President and one or more Vice Presidents, Assistant Treasurers, and Assistant

Secretaries. The Board of Directors may appoint such other officers as it may

deem appropriate.

 

      3.2 Election. The Chief Executive Officer, President, Treasurer and

Secretary shall be elected annually by the Board of Directors at its first

meeting following the annual meeting of stockholders. Other officers may be

appointed by the Board of Directors at such meeting or at any other meeting.

 

      3.3 Qualification. No officer need be a stockholder. Any two or more

offices may be held by the same person.

 

      3.4 Tenure. Except as otherwise provided by law, by the Certificate of

Incorporation or by these Bylaws, each officer shall hold office until such

officer's successor is elected and qualified, unless a different term is

specified in the resolution electing or appointing such officer, or until such

officer's earlier death, resignation or removal.

 

 

                                     - 10 -

<PAGE>

      3.5 Resignation and Removal. Any officer may resign by delivering a

written resignation to the corporation at its principal office or to the Chief

Executive Officer or the Secretary. Such resignation shall be effective upon

receipt unless it is specified to be effective at some later time or upon the

happening of some later event.

 

      Any officer may be removed at any time, with or without cause, by vote of

a majority of the directors then in office.

 

      Except as the Board of Directors may otherwise determine, no officer who

resigns or is removed shall have any right to any compensation as an officer for

any period following such officer's resignation or removal, or any right to

damages on account of such removal, whether such officer's compensation be by

the month or by the year or otherwise, unless such compensation is expressly

provided in a duly authorized written agreement with the corporation.

 

      3.6 Vacancies. The Board of Directors may fill any vacancy occurring in

any office for any reason and may, in its discretion, leave unfilled for such

period as it may determine any offices other than those of Chief Executive

Officer, Treasurer and Secretary. Each such successor shall hold office for the

unexpired term of such officer's predecessor and until a successor is elected

and qualified, or until such officer's earlier death, resignation or removal.

 

      3.7 Chairman of the Board. The Board of Directors may appoint from its

members a Chairman of the Board, who need not be an employee or officer of the

corporation. If the Board of Directors appoints a Chairman of the Board, such

Chairman shall perform such duties and possess such powers as are assigned by

the Board of Directors and, if the Chairman of the Board is also designated as

the corporation's Chief Executive Officer, shall have the powers and duties of

the Chief Executive Officer prescribed in Section 3.8 of these Bylaws. Unless

otherwise provided by the Board of Directors, the Chairman of the Board shall

preside at all meetings of the Board of Directors and stockholders.

 

      3.8 Chief Executive Officer. The Chief Executive Officer shall have

general charge and supervision of the business of the Corporation subject to the

direction of the Board of Directors. The Chief Executive Officer may, but need

not, also be the President.

 

      3.9 President. If the Chief Executive Officer is not also the President,

the President shall perform such duties and shall have such powers as the Board

of Directors or the Chief Executive Officer may from time to time prescribe.

 

      3.10 Vice Presidents. Any Vice President shall perform such duties and

possess such powers as the Board of Directors or the Chief Executive Officer may

from time to time prescribe. In the event of the absence, inability or refusal

to act of the Chief Executive Officer or the President (if the President is not

the Chief Executive Officer), the Vice President (or if there shall be more than

one, the Vice Presidents in the order determined by the Board of Directors)

shall perform the duties of the Chief Executive Officer and when so performing

shall have all the powers of and be subject to all the restrictions upon the

Chief Executive Officer. The Board of Directors may assign to any Vice President

the title of Executive Vice President, Senior Vice President or any other title

selected by the Board of Directors.

 

 

                                     - 11 -

<PAGE>

      3.11 Secretary and Assistant Secretaries. The Secretary shall perform such

duties and shall have such powers as the Board of Directors or the Chief

Executive Officer may from time to time prescribe. In addition, the Secretary

shall perform such duties and have such powers as are incident to the office of

the secretary, including without limitation the duty and power to give notices

of all meetings of stockholders and special meetings of the Board of Directors,

to attend all meetings of stockholders and the Board of Directors and keep a

record of the proceedings, to maintain a stock ledger and prepare lists of

stockholders and their addresses as required, to be custodian of corporate

records and the corporate seal and to affix and attest to the same on documents.

 

      Any Assistant Secretary shall perform such duties and possess such powers

as the Board of Directors, the Chief Executive Officer or the Secretary may from

time to time prescribe. In the event of the absence, inability or refusal to act

of the Secretary, the Assistant Secretary (or if there shall be more than one,

the Assistant Secretaries in the order determined by the Board of Directors)

shall perform the duties and exercise the powers of the Secretary.

 

      In the absence of the Secretary or any Assistant Secretary at any meeting

of stockholders or directors, the chairman of the meeting shall designate a

temporary secretary to keep a record of the meeting.

 

      3.12 Treasurer and Assistant Treasurers. The Treasurer shall perform such

duties and shall have such powers as may from time to time be assigned by the

Board of Directors or the Chief Executive Officer. In addition, the Treasurer

shall perform such duties and have such powers as are incident to the office of

treasurer, including without limitation the duty and power to keep and be

responsible for all funds and securities of the corporation, to deposit funds of

the corporation in depositories selected in accordance with these Bylaws, to

disburse such funds as ordered by the Board of Directors, to make proper

accounts of such funds, and to render as required by the Board of Directors

statements of all such transactions and of the financial condition of the

corporation.

 

      The Assistant Treasurers shall perform such duties and possess such powers

as the Board of Directors, the Chief Executive Officer or the Treasurer may from

time to time prescribe. In the event of the absence, inability or refusal to act

of the Treasurer, the Assistant Treasurer (or if there shall be more than one,

the Assistant Treasurers in the order determined by the Board of Directors)

shall perform the duties and exercise the powers of the Treasurer.

 

      3.13 Salaries. Officers of the corporation shall be entitled to such

salaries, compensation or reimbursement as shall be fixed or allowed from time

to time by the Board of Directors.

 

                                   ARTICLE IV

 

                                  CAPITAL STOCK

 

      4.1 Issuance of Stock. Subject to the provisions of the Certificate of

Incorporation, the whole or any part of any unissued balance of the authorized

capital stock of the corporation or the whole or any part of any shares of the

authorized capital stock of the corporation held in

 

                                     - 12 -

<PAGE>

the corporation's treasury may be issued, sold, transferred or otherwise

disposed of by vote of the Board of Directors in such manner, for such lawful

consideration and on such terms as the Board of Directors may determine.

 

      4.2 Certificates of Stock. Every holder of stock of the corporation shall

be entitled to have a certificate, in such form as may be prescribed by law and

by the Board of Directors, certifying the number and class of shares owned by

such holder in the corporation. Each such certificate shall be signed by, or in

the name of the corporation by, the Chairman or Vice Chairman, if any, of the

Board of Directors, or the President or a Vice President, and the Treasurer or

an Assistant Treasurer, or the Secretary or an Assistant Secretary of the

corporation. Any or all of the signatures on the certificate may be a facsimile.

 

      Each certificate for shares of stock which are subject to any restriction

on transfer pursuant to the Certificate of Incorporation, these Bylaws,

applicable securities laws or any agreement among any number of stockholders or

among such holders and the corporation shall have conspicuously noted on the

face or back of the certificate either the full text of the restriction or a

statement of the existence of such restriction.

 

      There shall be set forth on the face or back of each certificate

representing shares of such class or series of stock of the corporation a

statement that the corporation will furnish without charge to each stockholder

who so requests a copy of the full text of the powers, designations, preferences

and relative, participating, optional or other special rights of each class of

stock or series thereof and the qualifications, limitations or restrictions of

such preferences and/or rights.

 

      4.3 Transfers. Except as otherwise established by rules and regulations

adopted by the Board of Directors, and subject to applicable law, shares of

stock may be transferred on the books of the corporation by the surrender to the

corporation or its transfer agent of the certificate representing such shares

properly endorsed or accompanied by a written assignment or power of attorney

properly executed, and with such proof of authority or the authenticity of

signature as the corporation or its transfer agent may reasonably require.

Except as may be otherwise required by law, by the Certificate of Incorporation

or by these Bylaws, the corporation shall be entitled to treat the record holder

of stock as shown on its books as the owner of such stock for all purposes,

including the payment of dividends and the right to vote with respect to such

stock, regardless of any transfer, pledge or other disposition of such stock

until the shares have been transferred on the books of the corporation in

accordance with the requirements of these Bylaws.

 

      4.4 Lost, Stolen or Destroyed Certificates. The corporation may issue a

new certificate of stock in place of any previously issued certificate alleged

to have been lost, stolen or destroyed, upon such terms and conditions as the

Board of Directors may prescribe, including the presentation of reasonable

evidence of such loss, theft or destruction and the giving of such indemnity and

posting of such bond as the Board of Directors may require for the protection of

the corporation or any transfer agent or registrar.

 

      4.5 Record Date. The Board of Directors may fix in advance a date as a

record date for the determination of the stockholders entitled to notice of or

to vote at any meeting of stockholders, or entitled to receive payment of any

dividend or other distribution or allotment of any rights in respect of any

change, conversion or exchange of stock, or for the purpose of any

 

                                     - 13 -

<PAGE>

other lawful action. Such record date shall not be more than 60 nor less than 10

days before the date of such meeting, nor more than 60 days prior to any other

action to which such record date relates.

 

      If no record date is fixed, the record date for determining stockholders

entitled to notice of or to vote at a meeting of stockholders shall be at the

close of business on the day before the day on which notice is given, or, if

notice is waived, at the close of business on the day before the day on which

the meeting is held. If no record date is fixed, the record date for determining

stockholders for any other purpose shall be at the close of business on the day

on which the Board of Directors adopts the resolution relating to such purpose.

 

      A determination of stockholders of record entitled to notice of or to vote

at a meeting of stockholders shall apply to any adjournment of the meeting;

provided, however, that the Board of Directors may fix a new record date for the

adjourned meeting.

 

                                   ARTICLE V

 

                              GENERAL PROVISIONS

 

      5.1 Fiscal Year. Except as from time to time otherwise designated by the

Board of Directors, the fiscal year of the corporation shall begin on the first

day of January of each year and end on the last day of December in each year.

 

      5.2 Corporate Seal. The corporate seal shall be in such form as shall be

approved by the Board of Directors.

 

      5.3 Waiver of Notice. Whenever notice is required to be given by law, by

the Certificate of Incorporation or by these Bylaws, a written waiver signed by

the person entitled to notice, or a waiver by electronic transmission by the

person entitled to notice, whether before, at or after the time stated in such

notice, shall be deemed equivalent to notice. Attendance of a person at a

meeting shall constitute a waiver of notice of such meeting, except when the

person attends a meeting for the express purpose of objecting at the beginning

of the meeting, to the transaction of any business because the meeting is not

lawfully called or convened.

 

      5.4 Voting of Securities. Except as the Board of Directors may otherwise

designate, the Chief Executive Officer, the President (if the President shall be

a different individual than the Chief Executive Officer) or the Treasurer may

waive notice of, and act as, or appoint any person or persons to act as, proxy

or attorney-in-fact for this corporation (with or without power of substitution)

at any meeting of stockholders or securityholders of any other entity or

organization, the securities of which may be held by this corporation.

 

      5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant

Secretary, or a temporary Secretary, as to any action taken by the stockholders,

directors, a committee or any officer or representative of the corporation shall

as to all persons who rely on the certificate in good faith be conclusive

evidence of such action.

 

 

                                     - 14 -

<PAGE>

      5.6 Certificate of Incorporation. All references in these Bylaws to the

Certificate of Incorporation shall be deemed to refer to the Certificate of

Incorporation of the corporation, as amended and in effect from time to time.

 

      5.7 Severability. Any determination that any provision of these Bylaws is

for any reason inapplicable, illegal or ineffective shall not affect or

invalidate any other provision of these Bylaws.

 

      5.8 Pronouns. All pronouns used in these Bylaws shall be deemed to refer

to the masculine, feminine or neuter, singular or plural, as the identity of the

person or persons may require.

 

                                   ARTICLE VI

 

                                   AMENDMENTS

 

      These Bylaws may be altered, amended or repealed, in whole or in part, or

new Bylaws may be adopted by the Board of Directors or by the stockholders as

provided in the Certificate of Incorporation.

 

 

AMENDMENT NO. 1 TO

AMENDED AND RESTATED BYLAWS

OF

ALNYLAM PHARMACEUTICALS, INC.

Article I, Section 1.9 of the Amended and Restated Bylaws of Alnylam Pharmaceuticals, Inc. is hereby deleted in its entirety and replaced with the following:

“1.9 Action at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock present or represented and voting on such matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on such matter), except when a different vote is required by law, applicable rule, regulation or listing agreement, the Certificate of Incorporation or these Bylaws. When a quorum is present at any meeting, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors shall be elected by a plurality of votes cast at any meeting of stockholders at which there is a contested election of directors. An election shall be considered contested if as of the record date of any meeting of stockholders there are more nominees for election than positions on the Board of Directors to be filled by election at that meeting.”

A new Section 5.9 is hereby added to Article V of the Amended and Restated Bylaws of Alnylam Pharmaceuticals, Inc. as follows:

“5.9 Exclusive Jurisdiction of Delaware Courts. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner of stock) to bring (i) any derivative action or proceeding on behalf of the corporation, (ii) any action asserting a claim of, or a claim based on, breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder (including a beneficial owner of stock) of the corporation to the corporation or the corporation’s stockholders (including beneficial owners of stock), (iii) any action asserting a claim against the corporation or any current or former director, officer, employee or stockholder (including a beneficial owner of stock) of the corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the corporation or any current or former director, officer, employee or stockholder (including a beneficial owner of stock) of the corporation governed by the internal affairs doctrine.”

Adopted on December 18, 2015

 

[As Filed: 12-22-2015]