AMENDING AGREEMENT

AMENDING AGREEMENT

THIS AMENDMENT (this “Amendment”) is executed as of November 2, 2015, by and among Arbutus Biopharma Corporation (fka Tekmira Pharmaceuticals Corporation) (the “Company”), a British Columbia corporation, Roivant Sciences Ltd., Xxxxxxx X. Xxxxxxx, Xxxxxxx X. XxXxxxxxx, Xxxxxxx X. Sofia and Xxxxx X. Xxxxxxx (such parties other than the Company being collectively referred to as the “OnCore Holders”).

RECITALS

     WHEREAS, the parties hereto entered into a Registration Rights Agreement, dated January 11, 2015 (the “Registration Rights Agreement”), pursuant to which the Company agreed in certain circumstances to register for resale under the Securities Act of 1933, as amended, certain common shares in the Company held by the OnCore Holders; and

     WHEREAS, the parties hereto now wish to amend the terms of the Registration Rights Agreement in order to amend the provision thereof related to the filing of a shelf registration statement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties do hereby agree as follows:

     1. Defined Terms. All capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.

     2. Amendment. Section 1.2(a) of the Registration Rights Agreement is deleted in its entirety and replaced with the following:

“Upon the written request of Roivant Sciences Ltd. following the date hereof, the Company shall file a resale registration statement on Form S-3 within 30 days of such request (the “Resale Registration Statement”) in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) and shall effect any related qualification or compliance as would permit or facilitate the sale and distribution of all or any portion of the Registrable Securities owned by the Holders, including by naming such Holders as selling security holders, and shall use its commercially reasonable efforts to cause such Resale Registration Statement to become effective under the Act as promptly as practicable and otherwise no later than the date that is 120 days following the date that the request for such registration is received by the Company.”

     3. Entire Agreement; Ratification. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof. Except as expressly amended hereby, the terms of the Registration Rights Agreement are each hereby confirmed and ratified in all respects by the parties hereto and remain in full force and effect.

     4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and any of their respective subsidiaries, affiliates, insurers, predecessors, successors, officers, directors, managers, employees, stockholders, members, agents, attorneys or assigns.

     5. Governing Law. This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York without giving effect to principles of conflicts of laws.

     6. Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

     7. Necessary Action. Each party shall perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Amendment.

[Signature pages to follow]

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

ARBUTUS BIOPHARMA CORPORATION

By:   /s/ Xxxxx Xxxxxxx                                          

         Name: Xxxxx Xxxxxxx

         Title: Executive Vice President & Chief

         Financial Officer

         Address: 100 – 0000 Xxxxxxxx Xxxxxxx      

         Xxxxxxx, X.X. X0X 0X0                                    

     XX WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

ROIVANT SCIENCES LTD.

By:  /s/ Xxxxxxxx X. Xxxxx                                        

         Name: Xxxxxxxx X. Xxxxx

         Title: Head, Global Transactions & Risk

         Management

         Address: ___________________________

         __________________________________

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

By: /s/ Xxxxxxx X. Xxxxxxx                       

Xxxxxxx X. Xxxxxxx

         Address: __________________

         __________________________

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

By: /s/ Xxxxxxx X. XxXxxxxxx               

Xxxxxxx X. XxXxxxxxx

         Address: __________________

         __________________________

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

By: /s/ Xxxxxxx X. Sofia                      

Xxxxxxx X. Sofia

         Address: ________________

         ________________________

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

By: /s/ Xxxxx X. Xxxxxxx                  

Xxxxx X. Xxxxxxx

         Address: ________________

         _______________________