Agreement and Plan of Merger Among: Novo Nordisk A/s, a Danish Aktieselskab; Nnus New Research, Inc., a Delaware Corporation; and Dicerna Pharmaceuticals, Inc., a Delaware Corporation

• Date: 17 November 2021
• Section: Merger Agreements

AGREEMENT AND PLAN OF MERGER

among:

NOVO NORDISK A/S,

a Danish aktieselskab;

NNUS NEW RESEARCH, INC.,

a Delaware corporation; and

DICERNA PHARMACEUTICALS, INC.,

a Delaware corporation

Dated as of November 17, 2021

________________

Table of Contents Section 1 THE OFFER 1.1 The Offer 2 1.2

Company Actions 5 Section 2 MERGER TRANSACTION 2.1 Merger of

Purchaser into the Company 6 2.2 Effect of the Merger 6 2.3

Closing; Effective Time 6 2.4 Certificate of Incorporation and Bylaws;

Directors and Officers 7 2.5 Conversion of Shares 7 2.6

Surrender of Certificates; Stock Transfer Books 8 2.7 Dissenters’ Rights

11 2.8 Treatment of Company Options and Company RSUs 11 2.9 Further

Action 12 Section 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1

Due Organization; Subsidiaries, Etc. 12 3.2 Certificate of Incorporation

and Bylaws 13 3.3 Capitalization, Etc. 13 3.4 SEC Filings;

Financial Statements 14 3.5 Absence of Changes; No Material Adverse

Effect 17 3.6 Title to Assets 17 3.7 Real Property 17 3.8

Intellectual Property 17 3.9 Contracts 20 3.10 Liabilities 21

3.11 Compliance with Legal Requirements 22 3.12 Regulatory Matters

22 3.13 Certain Business Practices 23 3.14 Governmental

Authorizations 24 3.15 Tax Matters 24 3.16 Employee Matters;

Benefit Plans 26 i

________________

3.17 Environmental Matters 28 3.18 Insurance 29 3.19 Legal

Proceedings; Orders 29 3.20 Authority; Binding Nature of Agreement 29

3.21 Non-Contravention; Consents 30 3.22 Takeover Laws 31 3.23

Opinion of Financial Advisors 31 3.24 Brokers and Other Advisors 31

Section 4 REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER 4.1 Due

Organization 31 4.2 Purchaser 31 4.3 Authority; Binding Nature

of Agreement 32 4.4 Non-Contravention; Consents 32 4.5

Disclosure 33 4.6 Absence of Litigation 33 4.7 Funds 33 4.8

Ownership of Shares 33 4.9 Acknowledgement by Parent and Purchaser 33

Section 5 CERTAIN COVENANTS OF THE COMPANY 5.1 Access and Investigation

34 5.2 Operation of the Acquired Corporations’ Business 35 5.3 No

Solicitation 39 Section 6 ADDITIONAL COVENANTS OF THE PARTIES 6.1

Company Board Recommendation 40 6.2 Filings, Consents and Approvals

42 6.3 Employee Benefits 43 6.4 ESPP 45 6.5 Indemnification

of Officers and Directors 46 6.6 Stockholder Litigation 48 6.7

Additional Agreements 48 6.8 Disclosure 48 6.9 Takeover Laws

49 6.10 Section 16 Matters 49 6.11 Rule 14d-10 Matters 49 ii

________________

6.12 Stock Exchange Delisting; Deregistration 49 6.13 Notification of

Certain Events 49 Section 7 CONDITIONS PRECEDENT TO THE MERGER 7.1 No

Restraints 50 7.2 Consummation of Offer 50 Section 8 TERMINATION

8.1 Termination 50 8.2 Effect of Termination 52 8.3 Expenses;

Termination Fees 52 Section 9 MISCELLANEOUS PROVISIONS 9.1 Amendment

53 9.2 Waiver 54 9.3 No Survival of Representations and Warranties 54

9.4 Entire Agreement; Counterparts 54 9.5 Applicable Legal Requirements;

Jurisdiction; Specific Performance; Remedies 54 9.6 Assignability 56

9.7 Transfer Tax 56 9.8 No Third-Party Beneficiaries 56 9.9 Notices

56 9.10 Severability 57 9.11 Obligation of Parent 58 9.12 Construction

58 Exhibits Exhibit A Certain Definitions Annexes Annex I

Conditions to Offer Annex II Form of Certificate of Incorporation of the

Surviving Corporation iii

________________

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as

of November 17, 2021, by and among: Novo Nordisk A/S, a Danish aktieselskab

(“Parent”); NNUS New Research, Inc., a Delaware corporation and a wholly owned

indirect subsidiary of Parent (“Purchaser”); and Dicerna Pharmaceuticals, Inc.,

a Delaware corporation (the “Company”). Certain capitalized terms used in this

Agreement are defined in Exhibit A.

RECITALS

(A) Purchaser shall commence a tender offer (as it may be amended from time to

time as permitted under this Agreement, the “Offer”) to acquire all of the

outstanding shares of Company Common Stock (the “Shares”), other than the

Excluded Shares, for $38.25 per share, net to the seller in cash, without

interest (such amount, or any higher amount per Share paid pursuant to the

Offer, and as may be adjusted in accordance with Section 1.1(g), being the

“Offer Price”) and subject to any withholding of Taxes, upon the terms and

subject to the conditions of this Agreement. (B) As soon as practicable

following the consummation of the Offer, Purchaser will be merged with and into

the Company (the “Merger”), with the Company continuing as the surviving

corporation in the Merger (the “Surviving Corporation”), on the terms and

subject to the conditions set forth in this Agreement, whereby (i) each issued

and outstanding Share as of the Effective Time (other than the Excluded Shares

and the Dissenting Shares) shall be converted into the right to receive the

Offer Price, in cash, without interest, and (ii) the Company shall become a

wholly owned Subsidiary of Parent as a result of the Merger. (C) The Board of

Directors has (i) determined that this Agreement and the Transactions, including

the Offer and the Merger, are fair to, and in the best interest of, the Company

and its stockholders, (ii) declared it advisable to enter into this Agreement,

(iii) approved the execution, delivery and performance by the Company of this

Agreement and the consummation of the Transactions, including the Offer and the

Merger, (iv) resolved that the Merger shall be effected under Section 251(h) of

the DGCL, and (v) resolved to recommend that the stockholders of the Company

tender their Shares to Purchaser pursuant to the Offer, in each case, on the

terms and subject to the conditions of this Agreement. (D) The boards of

directors of Parent and Purchaser have each approved this Agreement and declared

it advisable for Parent and Purchaser, respectively, to enter into this

Agreement. (E) Parent, Purchaser and the Company acknowledge and agree that the

Merger shall be effected pursuant to Section 251(h) of the DGCL and shall,

subject to the satisfaction of the conditions set forth in this Agreement, be

consummated as soon as practicable following the consummation of the Offer. 1

________________

AGREEMENT

The parties to this Agreement (each a “Party” and collectively the “Parties”)

agree as follows:

SECTION 1

THE OFFER

1.1 The Offer. (a) Commencement of the Offer. Provided that this Agreement shall

not have been terminated in accordance with Section 8, as promptly as

practicable after the date of this Agreement but in no event more than five

business days after the date of this Agreement (subject to the Company having

timely provided any information required to be provided by it pursuant to

Sections 1.1(e) and 1.2(b)), Purchaser shall commence (within the meaning of

Rule 14d-2 under the Exchange Act) the Offer to purchase all of the outstanding