0001032210-02-000768 Sample Contracts

FIRST AMENDMENT TO ZYMOGENETICS, INC. SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • May 9th, 2002 • Zymogenetics Inc • Biological products, (no disgnostic substances)

This First Amendment to ZymoGenetics, Inc. Shareholders’ Agreement (this “Amendment”), amending that certain Shareholder’s Agreement among ZymoGenetics, Inc., a Washington corporation (the “Company”), Novo Nordisk A/S, a Danish corporation, Novo Nordisk Pharmaceuticals, Inc., a Delaware corporation, Warburg Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V. , and the other persons listed on Schedule A thereto (collectively the “Investors”), entered into as of November 10, 2000 (the “Shareholders’ Agreement”), is made by and among the Company and the undersigned Investors as of this 4th day of February, 2002. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Shareholders’ Agreement.

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