0001144204-12-001915 Sample Contracts

January 4, 2012
Underwriting Agreement • January 11th, 2012 • Baker Julian • Biological products, (no disgnostic substances)

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and J.P. Morgan Securities LLC (“J.P. Morgan”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Synageva BioPharma Corp., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and J.P. Morgan (the “Underwriters”), of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).

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January 3, 2012 Re: Waiver of Registration Rights Ladies and Gentlemen:
Waiver of Registration Rights • January 11th, 2012 • Baker Julian • Biological products, (no disgnostic substances)

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.

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