Amendment to Amended and Restated Information and Registration Rights Agreement

Exhibit 10.3

Amendment to Amended and Restated Information and Registration Rights Agreement

This Amendment to the Amended and Restated Information and Registration Rights Agreement (this “Amendment”) is made and entered into as of May 1, 2014 by and among Synageva BioPharma Corp., a Delaware corporation (the “Company”) and the persons who are signatories to this Amendment (collectively, the “Investors”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Amended and Restated Information and Registration Rights Agreement, dated as of April 1, 2009, between the Company and the Investors, as amended (the “Agreement”).

WITNESSETH

WHEREAS, Section 14 of the Agreement prohibits the Company from entering into any agreement with any holder or prospective holder of securities of the Company that provides such holder with any information or Registration rights; and

WHEREAS, the Investors agreed to amend the Agreement so that Section 14 of the Agreement would be deleted in its entirety to permit the Company to provide for such arrangements.

NOW, THEREFORE, for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:

1. Section 14 of the Agreement. Section 14 of the Agreement shall be deleted in its entirety and amended to read as follows:

“[RESERVED.]”

2. Miscellaneous Provisions.

2.1 Effect of Amendment. In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment will control. Except to the extent expressly modified herein or in conflict with the terms of this Amendment, the terms of the Agreement shall remain in full force and effect.

2.2 Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

2.3 No Amendment. No amendment, alteration or modification of any of the provisions of this Amendment will be binding unless made in writing and signed by each of the parties hereto.

2.4 Entire Agreement. This Amendment and the Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.

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2.5 Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of California, excluding those laws that direct the application of the laws of another jurisdiction.

 

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IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as an agreement under seal as of the date first above written.

 

[Signature Page to Amendment to Rights Agreement]

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[Signature Page to Amendment to Rights Agreement]