Code of Business Conduct and Ethics
www.alnylam.com CHALLENGE ACCEPTED TABLE OF CONTENTS
Leadership Message Message from Alnylam’s CEO ______3
Integrity – It’s in our RNA What’s in a Name?, Our Vision, Our Mission ______4 Accepting the Challenge to Conduct Business with Integrity ______5
Living Our Values Patients Putting Patients at the Center ______6 Protecting Patient Privacy ______6 Conducting Ethical Research ______7 Supporting Patient Organizations ______7 Ensuring Product Quality and Patient Safety ______8 Healthcare Professionals Interactions with Healthcare Professionals ______9 Engaging in Scientific Exchange ______10 Communicating Product Information ______10 Managing Gifts and Hospitality Appropriately ______11 Employees Building Teams and Respecting One Another ______12 Providing Equal and Fair Opportunities ______13 Presenting Ideas with Confidence ______13 Maintaining a Safe and Secure Workplace ______13 Avoiding Conflicts of Interest ______14-15 Participating in the Political Process ______15 Community We Care ______16 Being Responsible to our Communities ______16 Providing Full and Fair Information about our Investigational Products ______16 Company Protecting the Integrity of Company Technology ______17 Safeguarding Intellectual Property ______17 Protecting Confidential Company Information ______18 Avoiding Insider Trading ______19 Keeping Accurate Books and Records ______19 Marketplace Doing Business Free from Corrupt Activities ______20 Gifts and Gratuities ______21 Responding to Investor and Media Inquiries ______21 Treating Suppliers Fairly ______22 Protecting Fair Competition ______22 Gathering Business Intelligence Honestly ______23 Abiding by Trade Control Regulations ______23 Cooperating with Investigations ______23
Making Ethical Decisions No Code of Conduct Can Anticipate Every Situation ______24-25 The Compliance Helpline ______25 How do I Contact the Helpline? ______25
2 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LEADERSHIP MESSAGE
Message from Alnylam’s CEO
Since our founding in 2002, Alnylam has had a strong scientific heritage driven by curiosity, innovation and an unwavering focus on developing products to help patients.
As an employee of Alnylam, you have chosen to be part of a company with a mission to improve lives. With that privilege comes the responsibility to meet the highest level of ethical and legal standards. Our patients and others expect and deserve no less.
While our commitment to the highest standards is clear, doing things the right way in today’s complex regulatory and global environment can be a challenge.
Every day we must collaborate and work together to help one another meet this challenge, make good decisions, and protect our reputation. Our Code of Business Conduct and Ethics is intended to do just that.
Our reputation and the trust that others put in us are the most valuable assets we have. They must be earned anew each day and protected with the utmost care.
Our science is all about RNA. Integrity must also be part of our RNA. The quality of our people and our commitment to ethics and compliance will not only enable us to succeed today but will help us to thrive and excel and most importantly continue to deliver transformative medicines to patients.
John Maraganore, PhD Chief Executive Officer Alnylam Pharmaceuticals
3 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com INTEGRITY – IT’S IN OUR RNA
I & D We are all product champions who aspire to drive new discoveries from concept to cure. We strive for an environment that crackles with creativity and collaboration, extending beyond the laboratory into everything we do. We accept the challenges inherent in creating and delivering a new class of medicines.”
What’s in a Name?
Alnylam is derived from “Alnilam,” the center star in Orion’s belt, which shines the brightest of them all. It is also the Arabic word for “string of pearls.” Click on the “From Possibility to Patients: What’s in a Name?” video below to learn more. Our name may not be the easiest to pronounce – but once you learn it, you never forget it.
Our Vision
Harnessing a Revolution in Biology for Human Health
Our Mission
Build a top-tier, independent biopharmaceutical company founded on RNAi
4 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com INTEGRITY – IT’S IN OUR RNA
O I C & D
C Alnylam’s P P Core Values E
S U
Accepting the Challenge to Conduct Business with Integrity
This Code is intended to promote the conduct of Company business globally with the highest standards of integrity, consistent with our Core Values and in compliance with all applicable laws and regulations in every country in which we operate. This Code applies to everyone in the Company, no matter where you work. While laws may differ across the world, this Code sets forth the common vision of integrity for all Alnylam employees, officers and directors.
The principles in this Code are general in nature, and the Code does not cover every situation that may arise. Use common sense and good judgment in applying this Code.
This Code is not your only source of guidance and information. You should also consult applicable policies and procedures in specific areas as they apply.
If you have any questions about applying the Code or any Alnylam policy, don’t hesitate to seek guidance from the many resources available to you, including your manager, any member of management, Human Resources, Compliance, Legal or the Alnylam Helpline.
5 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES PATIENTS
S U “Our purpose is to discover and deliver transformative new treatments for patients with a sense of urgency.” Putting Patients at the Center We put patients at the center of everything we do. We strive, with humility, to understand patients’ journeys, experiences, and unique needs and to continue to advance the development of potential therapies to treat rare and serious diseases. To honor our patients, we do not compromise in our research, our products or our capabilities. We are transparent and honest in our communications. We believe that our therapies must get to those who will benefit from them so we will work hard for patient access. We are committed to growth through continuous innovation. Serving patients requires their trust. We should never compromise that trust. Protecting Patient Privacy Information about a patient’s health, medical records, and genetic status, among other things, is considered highly sensitive and is protected by many laws and regulations all over the world. In carrying out our activities, including conducting clinical research and providing services to patients, we may obtain private or confidential information about the patient or their family members. Keeping patient information secure and using it appropriately is a top priority for Alnylam. This means that we will: • Make sure that we always obtain patient information in the right way, with the appropriate consent • Safeguard any personal information of our patients when collecting, processing, storing, and transferring that information • Ensure that patient information is used only for the reasons for which the information was gathered, is shared appropriately and only with those Alnylam employees that need such information, and is kept only as long as Q&A we need to and in accordance with applicable laws Q: What if I have to share a patient’s personal information with a third party for business purposes? Not disclose any information about • A: It may be necessary, in order to conduct our business, to work a patient without approval unless with third parties and share confidential patient information legally required to do so (for example, with them. When doing so, always ensure you have obtained any necessary consents. In addition, ensure that third parties under a court-issued subpoena) can protect patients’ personal information and will use it only Follow all laws, regulations and to provide the contracted services. This requirement should be • appropriately laid out in a contract that addresses protection internal Alnylam policies intended of personal information. Make sure you work with Legal and to protect patient privacy remember that requirements differ from country to country.
6 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES PATIENTS
Conducting Ethical Research
Individuals who participate in clinical studies are invaluable contributors to the advancement of medicine. We fulfill our obligations to them by conducting our clinical research in a manner that is respectful and protects the health, safety, wellbeing and autonomy of research participants.
Upholding the highest ethical, scientific and medical standards in all of our research activities is a top priority for Alnylam so we: • Uphold the laws and regulations in all jurisdictions where we conduct clinical studies and do business with third party partners, such as clinical research organizations, that do so as well • Follow all applicable procedures for obtaining informed consent so that each participant understands the nature and purpose of the research before agreeing to participate • Never compromise patient safety, ensure that participants in clinical studies are not exposed to unnecessary risks and timely report any adverse events • Respect the privacy and confidentiality of study participants • Transparently, accurately and timely share relevant clinical trial Information Supporting Patient Organizations
We recognize the importance of understanding the needs of the patient communities we serve and value the opportunity to work with patient groups and organizations to deepen that understanding. Our relationships with patient organizations must be based on mutual respect. Our interactions must always be transparent. We must never attempt to undermine the groups’ independence. To preserve these important relationships and the independence of patient organizations, Alnylam does not: • Inappropriately influence the independent judgment or activities of patient organizations • Minimize the views of patient organizations • Ask that a patient organization promote our products • Disguise our financial and non-financial support of a patient organization • Insist on being sole funder to a patient organization
7 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES PATIENTS
Ensuring Product Quality and Patient Safety
We are committed to researching, manufacturing and distributing our products in compliance with all laws, regulations and standards for manufacturing and distribution, including Good Laboratory, Good Clinical, Good Vigilance, Good Distribution and Good Manufacturing Practices. To meet the highest standards of patient safety and product quality as well as our regulatory obligations, each of us is responsible for reporting information on safety, quality or performance of our investigational and marketed products. We will comply with all laws and regulations pertaining to reporting adverse events to government authorities. Safety and efficacy are important drivers in our processes throughout discovery, development and beyond. Data we collect inform regulatory activities and provides healthcare professionals, patients and others with the benefit/risk information they need to make prescribing decisions. We protect patient safety by identifying, assessing, managing and reporting product-related risks about which we become aware in a timely manner and as required by law and/or regulation. All Alnylam personnel who become aware of a product issue or an adverse event must promptly report it following the established procedures.
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• Comply with all applicable procedures designed to promote product safety, efficacy and quality, such as Good Laboratory, Good Clinical, Good Vigilance, Good Distribution and Good Manufacturing Practices. • Report any incidents of non-compliance. • Report any possible adverse effects relating to our products or product candidates through the established procedures
8 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com HEALTHCARE LIVING OUR VALUES PROFESSIONALS
P E As individuals and teams, we strive to accomplish and exceed the high goals we set and celebrate doing the right things, the right way. Our patients deserve no less.”
Interactions with Healthcare Professionals Ethical relationships with healthcare professionals are critical to our mission of helping patients. Alnylam is committed to supporting and partnering with the healthcare community by, among other things, providing information on our approved products, on our research and on treatments in development. We promote and market our products worldwide based on honesty and by using accurate and well-balanced scientific information in our marketing activities. We comply with applicable promotional and marketing laws and regulations of countries where we do business, and industry codes of practice, such as the US PhRMA Code. We respect the independent judgment of healthcare professionals in their practice of medicine and we support the integrity of the physician-patient relationship. Thus, we are careful to avoid even the appearance of unduly influencing healthcare professionals’ independent judgment through inappropriate incentives. When we interact with healthcare professionals we do so honestly and with full transparency. We do not: • Provide research grants to healthcare professionals to get favorable treatment for Alnylam • Engage healthcare professionals as investigators, speakers or consultants to reward past prescriptions, to encourage future prescribing, or to maintain a good relationship. All of our interactions with healthcare professionals are QUICK REFERENCE in professional settings and contexts and we will only • Refer to global and local policies offer hospitality that is consistent with our policies and and procedures for more hospitality guidelines and is incidental to educational, guidance on interactions with healthcare professionals and on clinical or scientific discussions. We collect, report, and transparency spend reporting disclose payments and other transfers of value made to under local laws or codes. healthcare professionals where required by law.
9 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com HEALTHCARE LIVING OUR VALUES PROFESSIONALS
Engaging in Scientific Exchange
Sharing scientific information about our products and our research is vital to our commitment to patients. Our exchange of scientific information in an honest, transparent and ethical manner is necessary to help Alnylam develop and understand the effectiveness of our medicines. We follow these principles for scientific exchange: • Scientific exchange is scientifically rigorous and current and contains appropriate safety-related data • Scientific exchange is data driven, balanced, objective, and unbiased • Scientific exchange is non-promotional and limited to appropriately trained scientific, clinical and medical personnel • Responses to unsolicited questions about unapproved uses is narrowly tailored to answer the question posed • Reliable references should support the data • Appropriate context, including limitations in data or studies, countervailing data or studies, should always be provided Communicating Product Information
To ensure the safe and proper use of our products, information provided to healthcare professionals about our products must be in compliance with all applicable laws and must be approved and reviewed in accordance with internal procedures. When communicating about Alnylam’s products: Be truthful and not misleading • “We do not engage Educate, but do not interfere with a healthcare • in illegal or unfair professional’s clinical judgment activities, such as • Provide appropriate balance of risks and benefits false or misleading When communicating about Alnylam’s products, do not: advertising.” • Provide false or misleading information or misrepresent our products or those of other companies • Overstate the efficacy of our products • Downplay or minimize the risks associated with our products • Use messages or marketing materials that have not been properly reviewed and approved • Promote products for unapproved uses
10 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com HEALTHCARE LIVING OUR VALUES PROFESSIONALS
Managing Gifts and Hospitality Appropriately
We never offer anything of value to healthcare Q&A professionals in order to induce them to prescribe Q: While at a congress one of our top our drugs, or to provide us any other improper investigators tells you that he always makes benefit. Laws and codes vary widely across the world sure Alnylam drugs “look good” in the clinical trials he runs. He says he knows Alnylam and impose restrictions that are quite detailed. appreciates it because the Company has Always refer to your local policies for guidance and contracted with him to do multiple trials. keep the following general principles in mind: What should you do? A: The issue should be raised to your manager, GIFTS Compliance, Legal or the Helpline. While the investigator’s comments may be innocent and May not be provided by Alnylam directly or through his conduct above board, the Company has an a third party to healthcare professionals, other than obligation to confirm that no undue influence taints our trials, which might affect patients, as expressly allowed under local code, laws and our product approval, and our reputation. By regulations. Cash or cash equivalents (for example, elevating the concern, you allow the Company to look into the situation and address any gift cards) are never allowed. issues or misunderstandings HOSPITALITY-RELATED EXPENSES Including for meals, lodging and transportation may sometimes be provided to healthcare professionals. When allowed by local law, code and policy, such hospitality must be: • Reasonable and modest as established by local policy and norm • Consistent with limits established by local policy • Related to an approved and appropriate interaction with Alnylam, such as a consulting engagement, an in office presentation, or an approved speaker program
ENTERTAINMENT Entertainment or recreational benefits to healthcare professionals are not allowed, regardless of (1) the cost of the activity or event; (2) whether Alnylam engages the HCP to provide services to Alnylam, or (3) whether the entertainment or recreation is secondary to an educational purpose. You can navigate this complex environment by: • Following your local laws, codes and Alnylam policies, as there are some circumstances under which even modest meals, hospitality or gifts are prohibited • Exercising good judgment and moderation when providing permitted gifts, meals or items of value to healthcare professionals and seeking advice if you are unsure • Maintaining accurate and complete records of events where you provide anything of value
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• Comply with all Alnylam policies and procedures designed to prevent bribery and corruption including Alnylam’s Anti-Bribery and Anti-Corruption Policy and local hospitality policies and guidelines • Refer to applicable Compliance tools and forms including the Hospitality Guidelines
11 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES EMPLOYEES
C P “What we do is personal. It’s about our people and our strong commitment to deliver for patients. We embrace our diversity and deeply respect one another, celebrate our accomplishments and engage actively with our responsibility to our communities. As a company we actively empower individuals and encourage collaborative, inclusive teamwork in order to meet our challenges and deliver on the promise of our work for patients!”
Building Teams and Respecting One Another
We reinforce the importance of building strong relationships, creating a diverse and inclusive culture and supporting team members to meet their full potential and our shared goals. At Alnylam, we believe that our long-term success and ability to deliver medicines to patients requires a diverse and inclusive workforce. Our differences are opportunities for celebration. By empowering employees to bring their unique differences to work, our business grows stronger with advanced and original thinking, allowing us to bring groundbreaking medicines to patients. At Alnylam we turn our passion for helping patients into concrete actions by leveraging the strengths of all: • Personnel decisions should be objective and driven by merit and business considerations, not bias • We value diversity and promote inclusion in employment decisions including hiring, placement, and promotions • We do not tolerate unlawful discrimination, including sexual harassment
Q&A Q: Social norms are so different around the world. Are we all expected to apply US norms even in our own countries? A: As a global company, we recognize and embrace the rich cultural diversity of our employees. We also believe that everyone in our organization should feel respected and valued for their contribution and performance, not for attributes like their race, gender, sexual orientation and the like. We also believe no employee should be subjected to harassment of any sort, including sexual harassment. Treating everyone with respect is a universal value, not only an American one. We respect the business norms of each of the countries in which we operate and local law must always be followed.
12 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES EMPLOYEES
Providing Equal and Fair Opportunities
Alnylam prohibits any form of employee harassment , including Q&A sexual harassment, and discrimination based on race, Q: I feel sure the job coming open in my gender, color, national origin, religion, age, sexual orientation, department requires too much travel time disability, or other legally protected characteristics. We are all for a single parent. I know someone who applied has two young children and is a accountable to maintain a workplace free from intimidation single parent. How do I handle this? and harassment of any sort, including sexual harassment. A: You should not make assumptions Verbal or physical conduct that harasses another, disrupts about an individual’s ability to do the another’s work performance, or creates an intimidating or job based on their parental and marital status. All candidates for the position hostile work environment will not be tolerated. should clearly understand how much travel the job requires and it is fair to ask Beyond those basics tenets of fairness, we also strive to them all if they are able to perform all the job requirements. But singling out one provide employees with equal and fair opportunities in the category of potential employees on the workplace so that they can meet their full potential and deliver assumption they cannot do the job would their best for our Company and our patients. be unfair and possibly discriminatory. Presenting Ideas with Confidence Open sharing of ideas is a key driver of innovation, one of our Core Values. Everyone should be comfortable putting forward their ideas, asking questions and identifying any concerns, especially those relating to quality, safety and compliance. Our open culture means that employees should feel encouraged to speak up, ask questions and put forward their ideas and that their managers should share important information with them. Maintaining a Safe and Secure Workplace Our commitment to cooperation, teamwork and trust contribute to a positive and safe work environment. As part of our commitment to protecting the safety of our employees and our buildings, we adhere to the compliance obligations and standards regarding the health and safety of our employees set by the governing bodies where we operate. We also conduct routine monitoring and surveillance of our sites to reduce the risk of workplace accidents. In addition, we support employee wellness campaigns, health screening and other programs to help people manage their own health and well-being. The safety and security of our employees and visitors is vitally important. Alnylam will not tolerate violence or threats of violence in the workplace. Employees who experience, witness, or otherwise become aware of a violent or potentially violent situation that occurs on Alnylam property must promptly report the situation to their manager, to security or Human Resources. Alnylam does not permit any individual to have firearms on Alnylam property. Our Equinox program is a framework to help us protect and promote employee health and safety through a range of programs. Our EHS&S community site on Nebula has lots of tips and helpful information on ergonomics, driver safety, travel health, energy, resilience and more. You may report a safety or security concern by calling the 24/7 Alnylam Global Security Command Center at +1.617.551.8201 or emailing [email protected].
13 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES EMPLOYEES
Avoiding Conflicts of Interest
Our business decisions should be governed by good judgment and objectivity not by our personal interests. We seek to avoid situations that present conflicts between our personal interests and those of Alnylam. We understand that even the appearance of a conflict of interest can damage the Company’s reputation and our own. Conflicts of interest may arise in many situations. For example, conflicts of interest can arise when you, as an officer, director or employee, take an action or have an outside interest, responsibility or obligation that may make it difficult for you to perform the responsibilities of your position objectively and/or effectively in the Company’s best interests. Conflicts of interest may also occur when you, as an officer, director or employee, or your immediate family member receive some personal benefit (whether improper or not) as a result of your position with the Company.
FOR EXAMPLE • No employee, officer or director may perform services as a consultant, employee, officer, director, advisor or in any other capacity for, or have a financial interest in, a direct competitor of the Company, other than services performed at the request of the Company and other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly held company; • No employee or officer may agree to serve as a director or advisor of any other entity without obtaining pre-clearance from their manager and the General Counsel; and • No employee, officer or director may use his or her position with the Company to influence a transaction with a supplier or customer in which such person has any personal interest, other than a financial interest representing less than one percent (1%) of the outstanding shares of a publicly held company. Most potential conflicts can be managed and sometimes, even when no actual conflict exists, it is necessary to manage the appearance of a conflict. Therefore, you are required to avoid conflicts and to disclose actual or potential conflicts to your manager, or to Legal, Compliance or Human Resources. We encourage you to raise potential conflicts and seek help in managing any actual conflicts or the appearance of conflict. And, if you are a manager, you must ensure to appropriately manage any situations involving your direct reports. Continued on next page
14 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES EMPLOYEES
Continued from previous page Below are some situations that could pose conflicts of interest. If you are still unsure whether a potential conflict of interest exists or how to manage a situation, seek guidance from your manager, HR, Compliance or Legal.
Situations How to Manage
Gifts & Hospitality Never accept or offer cash or cash equivalents of any value, or accept or to an employee from offer gifts of more than modest value (recommended limit of USD $100 or a third party (e.g. local currency equivalent). Do not accept gifts or hospitality from a potential a vendor) vendor seeking to do business with us during negotiations if you are a decision-maker. Hospitality to or from a vendor is not considered a gift if it has a business purpose and the employee and vendor participate together. For any gift or hospitality, regardless of value, consider how accepting it would look and whether the person providing it might expect something in return.
Relatives & Friends Disclose in a timely fashion any personal or family relationships that might create an actual, perceived or potential conflict of interest. To ensure no appearance of favoritism, it might be necessary to step aside from any decision-making related to your family member, including any decision to engage them, review of the quality of their work or serving as their manager.
Investments and Ensure that your own investments and business relationships do not Financial Interests interfere with your ability to act in the best interests of Alnylam at all times.
Taking Opportunities Never use your knowledge of non-public information about Alnylam’s from Alnylam activities in the pursuit of personal gain.
Political Contributions and Make it clear that your individual political views and actions are yours alone Government Lobbying and not those of Alnylam.
Other work Ensure that any job – paid or volunteer -- outside of Alnylam has no impact on the performance of your Alnylam job. For example, a tutoring job two nights a week that does not impact your performance at Alnylam may be fine but not employment with a competitor or supplier. You should never conduct work for another company during Alnylam hours or using Alnylam resources.
Note that the use of Alnylam’s assets and resources for personal financial gain is strictly prohibited. Participating in the Political Process We encourage employees to participate in electoral politics in their communities if they wish to do so. However, participation in such political activity is strictly as an individual and must be conducted in a private capacity and not on behalf of Alnylam. Make sure your personal political views and activities are not seen as those of the Company. It is important to keep your political activity separate from your work and thus you should avoid conducting political activity on Company time or using Company property or equipment for this purpose.
15 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES COMMUNITY
We Care We care about the communities where we live and work and about the broader community and believe every individual deserves to be treated fairly and with dignity. We operate with integrity and do the right thing in every aspect of our business. • We strive to create an organization whose • We are committed to protecting the environment members reflect the diversity of our in our communities communities and of the patients we serve • We seek to align our social and environmental and use diversity among employees to better efforts with our business goals understand the varying needs of our patient • We respect human rights and we are committed population to upholding numerous human rights standards • We develop internal and external partnerships • We conduct animal research in a humane and with key groups to influence policies on diversity ethical manner and in compliance with all and inclusion applicable laws and regulations. Being Responsible to our Communities We will continually challenge ourselves to define what being a responsible company means to us, and work to translate our definition into behavior and improvements. We are vigilant in ensuring our business practices do not pose a threat to the well-being of our communities. We are committed to good corporate citizenship that gives back to society by providing educational and scientific grants and charitable donations to a variety of organizations and philanthropic programs. We will advocate for policies that promote innovation, value communication, and patient access. As an individual employee you contribute by: • Complying with all environmental laws and • Thinking about how you and your colleagues can regulations, promoting sustainable use of natural contribute to our corporate citizenship resources, and minimizing waste • Using charitable contributions as a means • Ensuring that relationships with patient groups of helping our communities, but never to are transparent and based on a shared objective improperly influence or gain favor to improve patient healthcare.
“We prioritize and focus on the activities that will accelerate achievement of our mission and we execute with the highest standards of quality in a purposeful and sustainable manner.” Providing Full and Fair Information about our Investigational Products We are fully committed to data transparency and we provide full and fair information. We share information so our clinical trials can support further work to benefit medical science and patients. We publish relevant study results as manuscripts in peer-reviewed journals in order to help advance understanding and enable the scientific community to learn from our research. We also share expertise, resources, intellectual property and know-how appropriately with external researchers and the scientific community to help advance science. 16 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES COMPANY
Protecting the Integrity of Company Technology
HOW CAN WE PROTECT THE INTEGRITY OF OUR TECHNOLOGY? • Do not download unauthorized software or other programs • Be reasonable and professional when using technology • Don’t create, send or download content or communications that could be considered offensive, derogatory, defamatory, harassing, obscene or vulgar • Keep personal use to a minimum • Never use Alnylam computers for illegal activities • Take precautions to protect the security of computer systems, including corporate data, electronic communications and application software
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• Watch out for excessive or inappropriate use of Alnylam resources for personal purposes • Be careful not to share passwords • Consult policies on, among other things, Acceptable Use of Electronic Assets, Passwords, and Social Media and any local procedures for additional guidance
Safeguarding Intellectual Property
Our intellectual property (IP) is one of our most valuable assets. Some examples of IP are: trade secrets and discovery methods, Q&A know-how and techniques, innovations and designs, systems, Q: What if someone outside software and technology, patents, trademarks and copyrights. of our Company sends We must protect and, when appropriate, enforce our IP rights. me an unsolicited idea? A: Unsolicited ideas from To safeguard our IP make sure you outsiders may be trade secrets and should be • Promptly disclose to Company management any inventions reviewed only after the or other IP that you created owner or authorized licensee has signed • Protect IP by sharing it only with authorized parties after a special unsolicited receiving approval from Legal idea agreement. Do not review unsolicited • Use our IP rights in a responsible way information and forward such information to We also respect the intellectual property of third parties and do Legal. not knowingly infringe upon their intellectual property rights.
17 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES COMPANY
Protecting Confidential Company Information
You may learn of information about our Company or our third party collaborators that is confidential and proprietary. You also may learn of information before that information is released to the general public. Consistent with the Non-Disclosure Agreement you signed, you are expected to keep confidential and proprietary information of Alnylam or third parties including our collaborators or vendors confidential unless and until that information is released to the public through approved channels (usually through a press release, an SEC filing or a formal communication from a member of senior management). Take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to Alnylam or another company, is not communicated inside the Company, except to those employees who have a need to know such information to perform their responsibilities for the Company. You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, lab, notebooks, computer disks and laptop computers, should be stored securely. You may occasionally be offered the opportunity to engage in external speaking engagements. Before doing so, you must obtain your manager’s approval. Any presentation must be reviewed following the Request for Public Disclosure process to ensure the presentation does not contain confidential or proprietary information. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. You may not discuss our business, information or prospects in any “chat room,” regardless of whether you use your own name or a pseudonym. Always follow the requirements of our Social Media Policy. You also must abide by any obligations that you have to a former employer. These obligations may include restrictions on the use and disclosure of confidential information, restrictions on the solicitation of former colleagues to work at Alnylam and non-competition obligations. EXAMPLES OF CONFIDENTIAL INFORMATION • Marketing plans and strategies • Pricing information • Sales and marketing data • Information pertaining to business • Customer and employee records development opportunities and • Research and technical data new products and services • Manufacturing techniques • Lab notebooks
18 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES COMPANY
Avoiding Insider Trading
We trust everyone to protect inside information about Alnylam and other companies that we do business with in the course of our work. We have adopted an Insider Trading Policy that you should always follow. if you have any questions, are unsure whether you are authorized to trade, or whether the trading window is open, consult with Legal before trading. Any information that is not in the public domain is considered inside information and, whenever you are in possession of material inside information, you must not trade in relevant securities (e.g. stocks, bonds, options, etc.) or share this information with anyone outside the Company including friends and family members who could use this information to trade in securities. Always follow the trading windows established and communicated by Legal.
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• To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, Alnylam has adopted an Insider Trading Policy that you are required to follow
Keeping Accurate Books and Records
Accurate and reliable records are crucial to our business. As employees, we help create the books and records of the Company by, for example, accurately capturing our revenues, expenses and payments in the Company’s systems, validating invoices from our vendors before paying them, and by never disguising a payment as something it is not. All Company records must be complete, accurate, and reliable in all material respects. Maintaining accurate Company records and accounts is critical to ensure we conduct our business legally, ethically and transparently. We are responsible for helping ensure that the information we record, process, and analyze is accurate, and recorded in accordance with applicable legal or accounting principles. There is never a reason to make false or misleading entries. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with our business practices and are prohibited. We also need to keep our business and financial information secure and readily available to those with a need to know the information on a timely basis.
19 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES MARKETPLACE
P E “As individuals and teams, we strive to accomplish and exceed the high goals we set and celebrate doing the right things, the right way. Our patients deserve no less.”
Doing Business Free from Corrupt Activities
We comply with international anti-corruption laws and standards such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other countries and have adopted a Global Anti-Bribery and Anti-Corruption Policy setting forth our expectations in more detail. Bribes and kickbacks are criminal acts, strictly prohibited by law. You must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world. This means that you must not offer or accept, directly or indirectly through third parties any payments, benefits or anything of value to influence decisions, obtain or retain business, or secure any improper advantage. We are sensitive to bribery and corruption issues because governments are often both the regulator of our products and a major customer. We also use the services of healthcare professionals and scientists, many of whom are employees of public institutions and may be considered government officials in their home countries. We are responsible for third parties acting on our behalf. We should know our business partners by performing due diligence before engaging them and then monitoring their activities and business practices on our behalf, to verify they operate in compliance with the law, our Code and our standards. In our goal to do business free from corrupt practices: • Be honest and transparent about the money you spend and the purpose for which it is spent. Never attempt to conceal or misrepresent a payment • Do not offer, give or promise anything of value for the purposes of influencing someone in a position of authority, including a government official, to make favorable decisions about our business • Oversee the work of third parties carefully. Make sure they do not engage in activity that is or could be perceived as, bribery or corruption as part of their work for us • Record all payments and expenditures accurately and honestly in Alnylam’s books and records
20 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES MARKETPLACE
Gifts and Gratuities We only offer and accept gifts, gratuities or other favors that are in compliance with applicable laws, codes and Alnylam policies. Gifts must never be given or received in consideration or expectation of any action by the recipient and care should be taken to avoid even the perception of a corrupt intention in receiving or giving a gift. Employees, officers and directors must not accept, or permit any member of his or her immediate family to accept, any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of value, generally less than USD $100 or local currency equivalent. Any inappropriate gifts should be returned, if possible, with an explanation as to why you cannot accept it, and reported to your manager. Discuss with your manager how to handle if return of a gift is not practical – it may be possible to donate the gift, for example. While the financial limit of $100 USD or local currency equivalent does not apply to business hospitality, common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Employees, officers and directors should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals. Providing entertainment to healthcare professionals is never acceptable.
O C “Our open-door policy supports candid communication and encourages transparency with rapid flow and dissemination of information, driving better decisions and actions.”
Responding to Investor Q&A Q: A reporter called me looking for some basic information about the and Media Inquiries Company. Can I answer his questions? Our Corporate Communications teams are authorized to speak with A: No. Even simple the media, investors, and analysts on behalf of Alnylam. To ensure questions should be professional handling, all media requests should be directed to Corporate routed to Corporate Communications and requests from financial analysts, stockholders, Communications. Besides possibly interfering and industry analysts should be forwarded to Investor Relations. with consistent and fully accurate communications, Unless authorized, do not give the impression that you are speaking on uncoordinated disclosure behalf of Alnylam in public communications including posts to online could pose legal problems, for example, if the forums, social media sites, blogs, chat rooms, and bulletin boards. information released Be vigilant about communicating with the media including when at was material inside industry and medical/scientific conferences. information.
QUICK REFERENCE
• Alnylam’s policies with respect to public disclosure of internal matters are described more fully in the Company’s Disclosure Policy
21 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES MARKETPLACE
Treating Suppliers Fairly • We treat our suppliers with respect and fairness and we expect our suppliers to act with integrity and in accordance with Code standards • We award work to suppliers on the basis of commercial considerations only • We do not take unfair advantage of anyone including suppliers by deliberately manipulating, concealing or abusing information or misrepresenting material facts • We do not seek special favors, gifts or favorable personal arrangements such as personal discounts from Company suppliers • We encourage and welcome diversity in our supplier base Protecting Fair Competition Competition laws protect patients and society by encouraging free, fair and open markets. We encourage behavior that allows for free and fair competition. We do not: • Agree with competitors to fix prices and therefore should avoid any discussions with competitors regarding pricing, costs, or terms or conditions of sale and any agreements with others to boycott customers or suppliers • Abuse a dominant market position (e.g., forcing a small player out of a market) and refrain from discussions with suppliers and customers that unfairly restrict trade or exclude competitors from the marketplace • Work with competitors to divide markets, customers or territories and do not enter into agreements with competitors regarding allocating markets or customers Trade or industry associations bring together competitors who might discuss matters of mutual concern. While many of these discussions are appropriate, care must be taken not to potentially cross the line of noncompliance with competition law obligations. Even joking about inappropriate topics, such as marketing or pricing strategies, could be misinterpreted and misreported. If a conversation turns to any kind of anti-competitive discussion, you should refuse to discuss the matter, leave the conversation immediately and report it to Legal or Corporate Compliance.
22 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com LIVING OUR VALUES MARKETPLACE
Gathering Business Intelligence Honestly
Business information about other companies should only be collected and used ethically and in a way that does not violate any laws or confidentiality obligations. You must never use, or ask any third party to use, unlawful or unethical means such as misrepresentation, deception, theft, spying, or bribery to gather information. These same standards apply if a third party vendor is used to gather business intelligence. Abiding by Trade Control Regulations
We comply with the laws of the United States and other countries prohibiting dealing with specifically identified countries, persons or organizations, including those countries where the United States enforces economic and trade sanctions. • Be mindful that the release of certain technical data and information to a non-U.S. person may be a “deemed export” to the country where the non-U.S. person is a citizen, even if the release occurs inside the United States • Always provide accurate, truthful information about our products and other items to Customs and other relevant authorities • Refuse to engage in prohibited restrictive trade practices • Do not conduct business with parties subject to recognized trade restrictions • Be aware that we are also subject to anti-boycott provisions of U.S. law that prohibit or penalize U.S. companies from participating in or cooperating with foreign boycotts that the United States does not sanction. These laws also impose certain reporting requirements Cooperating with Investigations
Our industry is heavily regulated. We will always comply with relevant laws and regulations and cooperate with government agencies, law enforcement officials and investigators, including during site visits, inspections and investigations. We may at times undertake internal investigations as well. When notified of an internal or external investigation, or when we become aware of a request for documents in connection with litigation or potential litigation, we will take prompt action to preserve documents that may be relevant, and respond to requests for information in an honest and timely manner. We do not interfere with or obstruct an internal or government action, inspection or investigation, and doing so would be a serious violation of company policy.
23 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com MAKING ETHICAL DECISIONS
O C “Trust, honesty, integrity and diversity of opinions and experience are deeply important to how we operate in order to reach patients. We value our inclusive, collaborative interactions across teams and locations. We support and listen to one another. We love the power of ideas, and share them freely with vigorous, respectful debate. Our open-door policy supports candid communication and encourages transparency with rapid flow and dissemination of information, driving better decisions and actions. We embrace risks and use mistakes as opportunities to learn. We genuinely have fun in our work and recognize and celebrate success.”
No Code of Conduct Can Anticipate Every Situation
WHEN YOU ARE FACED WITH A DIFFICULT ETHICAL ISSUE, ASK YOURSELF: • Is it ethical and legal? • Is it consistent with the Code? • Would I be able to explain it comfortably to family and friends? • Would I be comfortable if it were disclosed in a newspaper? Or on TV? KNOW THAT: • You are responsible: You play a critical role in upholding Alnylam’s culture • You have help: Alnylam supports you in doing the right things and conducting business with integrity. If you are unsure of what to do, seek help from the resources available • You have a voice: If you believe something isn’t right, speak up • You will be heard: Everyone including senior management wants to hear what you have to say. RAISING CONCERNS, PRESENTING IDEAS AND ASKING QUESTIONS Many channels exist for asking questions, presenting ideas and raising compliance or other concerns. When in doubt, reach out, to your manager, to another member of management, to Human Resources, Legal or Compliance or to the Alnylam Helpline.
OPEN DOOR POLICY A foundation of our Company is openness, accessibility and discussion. The Open Door Policy encourages colleagues to present ideas, ask questions and raise concerns— especially those of a legal or ethical nature, but also those relating to patient safety, quality of work and the working environment. We believe it is essential to foster a work environment in which individuals feel able to raise any matters of genuine concern internally without fear of disciplinary action being taken against them, that they will be taken seriously and that the matters will be investigated appropriately and as far as practicable be kept confidential.
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24 Return to TOC Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com MAKING ETHICAL DECISIONS
Continued from previous page Alnylam prohibits retaliation, in any form, against anyone who, in good faith, reports violations or suspected violations of this Code, Company policy, or applicable law, or who assists in the investigation of a reported violation. Acts of potential retaliation should be reported immediately to your manager, to another member of management, to Human Resources, Legal or Corporate Compliance. All managers are responsible for supporting this policy by sharing important information with their employees and maintaining an “open door” for colleagues who may reach out to them. While we hope you feel comfortable discussing any matter with your manager, there may be times when you prefer to use another avenue for addressing issues. You should feel comfortable speaking with others, including: • The next higher level of management • Legal • Your Expertise Area head • Compliance • Any other manager in the Company • Quality • Human Resources The Alnylam Helpline In addition to the resources listed above, you can ask questions and report possible ethical or legal violations by using our Alnylam Helpline as permitted by local privacy laws. The Helpline is managed by a third party on Alnylam’s behalf. When you ask a question or raise a concern, you will be asked to provide details and whether you wish to disclose your contact information. You can provide information anonymously if you prefer, and if your local laws so permit. We may seek further information from you if necessary. In all instances, every effort will be made to ensure that information relating to a reported violation is kept confidential and communicated on a need-to-know basis only. How do I Contact the Helpline?
ON THE WEB File a report online 24/7 at www.alnylam.Ethicspoint.com
BY PHONE Call our trained specialists 24/7 to ask questions or discuss concerns (translation services available): US & Canada: 1-844-543-8355 Other Countries: visit www.alnylam.Ethicspoint.com for international dialing instructions
OTHER QUESTIONS? If you have any additional questions about the Helpline or about any other issue, please contact any member of the Compliance team either by phone or email, at [email protected].
Questions – Contact our Helpline at 844-543-8355 or alnylam.ethicspoint.com 25 Return to TOC Alnylam Code of Business and Ethics – January 2018