0001193125-04-199285 Sample Contracts

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • November 17th, 2004 • Alexion Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment No. 3 (“Amendment No. 3”) is made as of November 16, 2004 to the Rights Agreement, dated as of February 14, 1997, by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”), as amended by Amendment No. 1 thereto, dated as of September 18, 2000, and Amendment No. 2 thereto, dated as of December 12, 2001 (collectively, the “Rights Agreement”). Capitalized terms not herein defined shall have the meaning ascribed thereto in the Rights Agreement.

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