January 3, 2012 Re: Waiver of Registration Rights Ladies and Gentlemen:
January 3, 2012
Ladies and Gentlemen:
Reference is made to the Amended and Restated Rights Agreement (the "Agreement"), dated as of April 1, 2009 among Synageva BioPharma Corp., a Delaware corporation ("Synageva") and the investors named on Schedule 1.1 thereto, as amended through the date hereof.
Pursuant to Section 7.1 of the Agreement, you are hereby notified that on December 21, 2011. Synageva filed a shelf registration statement on Form S-3 (the "Registration Statement").
By signing below, you hereby waive the rights of holders of Registrable Shares under Section 7 of the Agreement including (but not limited to) (i) the right to receive timely notice of the filing of the Registration Statement and (ii) the right to include any Registrable Shares (as defined in the Agreement) in the Registration Statement. This waiver shall be effective once executed by holders of not less than 70% of the Registrable Shares (as defined in the Agreement). Notwithstanding the foregoing, Synageva undertakes to offer to all holders of Registrable Shares the right to participate in the sale of shares of Synageva common stock in any offering made under the Registration Statement after January 31, 2012 in accordance with the process described in the Agreement for Piggyback Registrations.
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Very truly yours,
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SYNAGEVA BIOPHARMA CORP.
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By
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/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: President and Chief Executive Officer
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Accepted and Agreed:
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14159 L.P.
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By:
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14159 Capital, L.P., its general partner
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By:
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14159 Capital (GP), LLC, its general partner
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By:
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/s/ Xxxxx Xxxxx, Ph.D.
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Name:
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Xxxxx Xxxxx, Ph.D.
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Title:
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Managing Member
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667, L.P.
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By:
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Xxxxx Biotech Capital, L.P., its general partner
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By:
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Xxxxx Biotech Capital (GP), LLC, its general partner
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By:
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/s/ Xxxxx Xxxxx, Ph.D.
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Name
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Xxxxx Xxxxx, Ph.D.
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Title:
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Managing Member
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XXXXX BROS. INVESTMENTS, L.P.
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By:
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Xxxxx Bros. Capital, L.P., its general partner
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By:
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Xxxxx Bros. Capital (GP), LLC, its general partner
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By:
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/s/ Xxxxx Xxxxx, Ph.D.
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Name:
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Xxxxx Xxxxx, Ph.D.
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Title:
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Managing Member
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XXXXX BROS. INVESTMENTS II, L.P.
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By:
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Xxxxx Bros. Capital, L.P., its general partner
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By:
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Xxxxx Bros. Capital (GP), LLC, its general partner
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By:
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/s/ Xxxxx Xxxxx, Ph.D.
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Name:
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Xxxxx Xxxxx, Ph.D.
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Title:
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Managing Member
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XXXXX BROTHERS LIFE SCIENCES, L.P.
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By:
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Xxxxx Brothers Life Sciences Capital, L.P., its
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general partner
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By:
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Xxxxx Brothers Life Sciences Capital (GP), LLC, its
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general partner
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By:
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Xxxxx Xxxxx, Ph.D.
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Name:
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Xxxxx Xxxxx, Ph.D.
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Title:
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Managing Member
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XXXXX/XXXXX INVESTMENTS, L.P.
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By:
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Xxxxx/Xxxxx Capital, L.P., its general partner
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By:
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Xxxxx/Xxxxx Capital (GP), LLC, its general partner
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By:
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/s/ Xxxxx Xxxxx, Ph.D.
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Name:
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Xxxxx Xxxxx, Ph.D.
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Title:
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Managing Member
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FBB ASSOCIATES
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By:
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/s/ Xxxxx Xxxxx, Ph.D.
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Name:
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Xxxxx Xxxxx, Ph.D.
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Title:
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General Partner
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XXXXXX X. XXXXX
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/s/ XXXXXX X. XXXXX
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XXXXXX X. XXXXX
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XXXXX X. XXXXX
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XXXXXX X. XXXXX
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/s/ XXXXXX X. XXXXX
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NEW LEAF VENTURES II, L.P.
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By:
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New Leaf Venture Associates II, L.P., its general
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partner
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By:
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New Leaf Venture Management II, L.L.C., its
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general partner
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By:
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/s/ Xxxxx X. Xxxxxxxx
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Name:
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Xxxxx X. Xxxxxxxx
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Title:
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Chief Financial Officer
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