Related-Party Transactions

12 Months Ended

Dec. 31, 2012

Related-Party Transactions

13. Related-Party Transactions

We have entered into several agreements with related parties in the ordinary course of business to license intellectual property and to procure administrative and research and development support services.

License and Collaboration Agreement

In September 2007, we entered into a license and collaboration agreement with Alnylam and Isis, which we subsequently amended, restated and superseded in January 2009 to reflect our conversion to a corporation. Under the agreement, both Alnylam and Isis granted us the exclusive right to use technology, know-how, patents and other intellectual property rights related to the design, development and manufacture of microRNA therapeutic applications. The licenses granted to us are royalty-bearing and sub-licensable. Alnylam and Isis retain rights to develop and commercialize on pre-negotiated terms microRNA therapeutic products that we decide not to develop either for ourself or with a strategic alliance partner. In June 2010, the parties amended the agreement to modify the terms related to upfront and milestone payments that we may receive under our strategic alliance agreement with Sanofi. Pursuant to the amendment, in exchange for a reduction in the royalties payable by us to Alnylam and Isis, each of Alnylam and Isis will receive 7.5% of any future milestone payments we receive from Sanofi.

Services Agreement

In September 2007, we entered into a services agreement with Alnylam and Isis. Under the services agreement, Alnylam and Isis provide us certain research and development services and/or other services, including, without limitation, general and administrative support services, business development services, and intellectual property prosecution and enforcement services, as specifically contemplated by the operating plan. As compensation for the services provided during 2007 and 2008, we paid Alnylam and Isis an annual rate for each full-time equivalent (the FTE rate) plus out-of-pocket expenses.

As part of our conversion to a corporation, in January 2009, we, Alnylam and Isis amended and restated the services agreement. If requested by us, Alnylam will provide services to us at the annual FTE rate. In addition, Isis will continue to provide us specific research and development services and/or other services, including, without limitation, general and administrative support services, occupancy costs, and intellectual property prosecution and enforcement services, in accordance with an operating plan agreed upon by us, Alnylam and Isis. Isis will charge us its prorated share of Isis’ costs to provide such services.

The following table summarizes the amounts included in our operating expenses, which resulted from our activities with Alnylam (in thousands):

	Years ended December 31,
	2012		2011		2010
Services performed by Alnylam	$	—	$	—	$	28
Out-of-pocket expenses paid by Alnylam		2		8		20
Sub-license fees paid to Alnylam		—		—		1,875
Total	$	2	$	8	$	1,923

The following table summarizes the amounts included in our operating expenses, which resulted from our activities with Isis (in thousands):

	Years ended December 31,
	2012		2011		2010
Services performed by Isis	$	—	$	557	$	2,511
Out-of-pocket expenses paid by Isis		—		695		997
Sub-license fees paid to Isis		—		—		1,925
Total	$	—	$	1,252	$	5,433