0001144204-12-040228.txt : 20120720 0001144204-12-040228.hdr.sgml : 20120720 20120719175432 ACCESSION NUMBER: 0001144204-12-040228 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120720 DATE AS OF CHANGE: 20120719 GROUP MEMBERS: BAKER BROS. ADVISORS, LLC 13-4093645 GROUP MEMBERS: FBB ASSOCIATES 13-3843860 GROUP MEMBERS: FELIX J. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNAGEVA BIOPHARMA CORP CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52299 FILM NUMBER: 12970613 BUSINESS ADDRESS: STREET 1: 128 SPRING STREET STREET 2: SUITE 520 CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: (781) 357-9900 MAIL ADDRESS: STREET 1: 128 SPRING STREET STREET 2: SUITE 520 CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: TRIMERIS INC DATE OF NAME CHANGE: 19970516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 SC 13D/A 1 v318958_sc13da.htm FORM SC 13D/A

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 5)*

 

Under the Securities Exchange Act of 1934

 

Synageva BioPharma Corp.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

896263100

(CUSIP Number)

 

Leo Kirby

667 Madison Avenue, 21st Floor

New York, NY 10065

(212) 339-5633

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

July 9, 2012

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No. 896263100  

 

  NAMES OF REPORTING PERSONS
1  
  Baker Bros. Advisors, LLC
  13-4093645
   
   
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2  
  (a)  ¨
  (b)  ¨
   
   
  SEC USE ONLY
3  
   
   
   
  SOURCE OF FUNDS (SEE INSTRUCTIONS)
4  
  00
   
   
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
5  
  ¨
   
   
  CITIZENSHIP OR PLACE OF ORGANIZATION
6  
  Delaware
   

     
    SOLE VOTING POWER
7  
NUMBER OF   8,363,462(1)
   
SHARES    
SHARED VOTING POWER
BENEFICIALLY  8  
   
OWNED BY    
     
EACH   SOLE DISPOSITIVE POWER
  9  
REPORTING   8,363,462(1)
   
PERSON     
  SHARED DISPOSITIVE POWER
WITH  10  
     
     

   
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11  
  8,363,462(1)
   
   
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
12  
  ¨
 
   
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13  
  34.6% (1)(2)
   
   
  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14  
  IA
   

 

(1) See Item 5 of this Amendment No. 5 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.

 

(2) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012.

 

 

 
 

 

CUSIP No. 896263100  

 

  NAMES OF REPORTING PERSONS
1  
  Felix J. Baker
 
   
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2  
  (a)  ¨
  (b)  ¨
   
   
  SEC USE ONLY
3  
   
   
   
  SOURCE OF FUNDS (SEE INSTRUCTIONS)
4  
  OO
   
   
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
5  
  ¨
   
   
  CITIZENSHIP OR PLACE OF ORGANIZATION
6  
  United States
   

     
    SOLE VOTING POWER
7  
NUMBER OF   8,534,843(1)
   
SHARES    
SHARED VOTING POWER
BENEFICIALLY  8  
   
OWNED BY    
     
EACH   SOLE DISPOSITIVE POWER
  9  
REPORTING   8,534,843(1)
   
PERSON     
  SHARED DISPOSITIVE POWER
WITH  10  
     
     

   
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11  
  8,534,843(1)
   
   
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
12  
  ¨
 
   
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13  
  35.3% (1)(2)
   
   
  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14  
  IN, HC
   

 

(1) Includes 27,419 shares of common stock underlying options issued to Felix J. Baker. See Item 5 of this Amendment No. 5 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.

 

(2) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012. Assumes the exercise of options to purchase 27,419 shares of common stock issued to Felix J. Baker.

 

 
 

 

CUSIP No. 896263100  

 

  NAMES OF REPORTING PERSONS
1  
  Julian C. Baker
 
   
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2  
  (a)  ¨
  (b)  ¨
   
   
  SEC USE ONLY
3  
   
   
   
  SOURCE OF FUNDS (SEE INSTRUCTIONS)
4  
  00
   
   
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
5  
  ¨
   
   
  CITIZENSHIP OR PLACE OF ORGANIZATION
6  
  United States
   

     
    SOLE VOTING POWER
7  
NUMBER OF    8,528,944(1)
   
SHARES    
SHARED VOTING POWER
BENEFICIALLY  8  
   
OWNED BY    
     
EACH   SOLE DISPOSITIVE POWER
  9  
REPORTING    8,528,944(1)
   
PERSON     
  SHARED DISPOSITIVE POWER
WITH  10  
     
     

   
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11  
   8,528,944(1)
   
   
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
12  
  ¨
 
   
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13  
  35.2% (1)(2)
   
   
  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14  
  IN, HC
   

 

(1) Includes 21,000 shares of common stock underlying options issued to Julian C. Baker. See Item 5 of this Amendment No. 5 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.

 

(2) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012. Assumes the exercise of options to purchase 21,000 shares of common stock issued to Julian C. Baker.

 

 
 

 

CUSIP No. 896263100  

 

  NAMES OF REPORTING PERSONS
1  
  FBB Associates
  13-3843860
   
   
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2  
  (a)  ¨
  (b)  ¨
   
   
  SEC USE ONLY
3  
   
   
   
  SOURCE OF FUNDS (SEE INSTRUCTIONS)
4  
  00
   
   
  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
5  
  ¨
   
   
  CITIZENSHIP OR PLACE OF ORGANIZATION
6  
  New York
   

     
    SOLE VOTING POWER
7  
NUMBER OF   143,462
   
SHARES    
SHARED VOTING POWER
BENEFICIALLY  8  
   
OWNED BY    
     
EACH   SOLE DISPOSITIVE POWER
  9  
REPORTING   143,462
   
PERSON     
  SHARED DISPOSITIVE POWER
WITH  10  
     
     

   
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11  
  143,462
   
   
  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
12  
  ¨
 
   
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13  
  0.6% (1)
   
   
  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14  
  OO
   

 

(1) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012.

 

 
 

 

Amendment No. 5 to Schedule 13D

 

This Amendment No. 5 to Schedule 13D amends and supplements the previously filed Schedules 13D filed by Baker Bros. Advisors, LLC (the “Adviser”), Julian C. Baker and Felix J. Baker. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

 

Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.

 

Item 2. Identity and Background.

 

Item 2 is restated as follows:

 

(a) The Reporting Persons are:

 

1.Baker Bros. Advisors, LLC
2.Felix J. Baker
3.Julian C. Baker
4.FBB Associates (“FBB”)

 

(b) The business address of each of the Reporting Persons is:

 

c/o Baker Bros. Advisors, LLC

 

667 Madison Avenue, 21st Floor

 

New York, NY 10065

 

(212) 339-5633

 

(c) The principal business of Julian C. Baker and Felix J. Baker is to serve as a managing member of the Adviser, an entity engaged in investment activities. Julian C. Baker and Felix J. Baker are managing members of the Adviser. The principal business of FBB is to engage in investment activities. Julian C. Baker and Felix J. Baker are the sole partners of FBB and have voting and investment power over the securities of the Issuer held by FBB.

 

Certain securities of Synageva BioPharma Corp. (the “Issuer”) are owned directly by Baker Biotech Fund II(A), L.P., a limited partnership the sole general partner of which is Baker Biotech Capital II(A), L.P., a limited partnership the sole general partner of which is Baker Biotech Capital II(A) (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital II(A) (GP), LLC.

 

 
 

 

Certain securities of the Issuer are owned directly by 667, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC.

 

Certain securities of the Issuer are owned directly by Baker Bros. Investments, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros.Capital (GP), LLC.

 

Certain securities of the Issuer are owned directly by Baker Bros. Investments II, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros.Capital (GP), LLC.

 

Certain securities of the Issuer are owned directly by Baker Tisch Investments, L.P., a limited partnership the sole general partner of which is Baker Tisch Capital, L.P., a limited partnership the sole general partner of which is Baker Tisch Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Tisch Capital (GP), LLC.

 

Certain securities of the Issuer are owned directly by Baker Brothers Life Sciences, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.

 

Certain securities of the Issuer are owned directly by 14159, L.P., a limited partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole general partner of which is 14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital (GP), LLC.

 

(d) and (e) During the past five years, none of the Reporting Persons nor any of the persons listed in Item 2(b) and (c) above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Baker Bros. Advisors, LLC is a limited liability company organized under the laws of the state of Delaware. FBB is a limited partnership organized under the laws of the state of New York. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The disclosure in Item 4 below is incorporated herein by reference.

 

Item 4. Purpose of the Transaction.

 

On July 9, 2012, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), related to a public offering (the “Offering”) of 2,428,000 shares of the Issuer’s common stock at a price to the public of $41.20 per share. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 466,209 shares of common stock to cover overallotments, if any. The Offering closed on July 13, 2012.

 

Pursuant to the Offering, on July 13, 2012, Baker Brothers Life Sciences, L.P and 14159, L.P. purchased 864,918, and 21,082 shares of the Issuer’s common stock, respectively, at the offering price of $41.20 per share, totaling 886,000 shares in the aggregate. Each of Baker Brothers Life Sciences, L.P., and 14159, L.P. purchased the shares of the Issuer’s commons stock with their working capital.

 

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons or their affiliates may acquire additional securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the shares of common stock and/or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to its investment decision.
 
Except as set forth herein or in the previous amendment to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) and (b)

 

 
 

  

Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 5 are incorporated herein by reference. Such information is based upon 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained by the Issuer on July 12, 2012.

 

The information set forth in Item 4 is hereby incorporated by reference into this Item 5.

 

Set forth below is the aggregate number and percentage of shares of Common Stock directly held, as of the date hereof, by each of the Funds (as defined below) based upon 24,178,122 shares outstanding as of July 12, 2012 according to information obtained from the Issuer. Such percentage figures were calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

       Percent of Class 
Name  Number of Shares   Outstanding 
Baker/Tisch Investments, L.P.   206,800    0.9%
Baker Bros. Investments, L.P.   165,213    0.7%
Baker Bros. Investments II, L.P.   55,479    0.2%
667, L.P.   1,736,065    7.2%
14159, L.P.   156,821    0.7%
Baker Biotech Fund II(A), L.P.   100,490    0.4%
Baker Brothers Life Sciences, L.P.   5,942,594    24.5%

 

As previously reported, on April 12, 2012, Baker Brothers Life Sciences, L.P, 14159, L.P., 667, L.P., Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker Biotech Fund II(A), L.P. and Baker Tisch Investments, L.P. (the “Funds”), the Adviser and the general partners of the Funds entered into an amended and restated management agreement (the “Management Agreement”) which gave the Adviser complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments. The general partners of the Funds relinquished all discretion and authority with respect to the Funds’ investments and voting power over investments. In connection with the services provided by the Adviser to the Funds, the Adviser receives a management-based fee that does not confer any pecuniary interest.

 

By virtue of the Management Agreement, the Adviser and Felix J. Baker and Julian C. Baker, solely as principals of the Adviser, may be deemed to be beneficial owners of shares owned by the Funds and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities. As discussed above, Julian C. Baker and Felix J. Baker are also the sole partners of FBB and as such may be deemed to be beneficial owners of shares owned by FBB and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those shares.

 

Felix J. Baker is a Director of the Company.

 

The Reporting Persons disclaim beneficial ownership of the securities held by each of the Funds and FBB Associates, and this Amendment No. 5 shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.

 

 
 

 

(c)

 

On June 27, 2012, the Issuer issued 7,500 options to purchase common stock to Felix J. Baker, as director compensation, with an exercise price of $40.74 per share, with 1/12 of the options vesting and becoming exercisable on July 27, 2012, and 1/12 of the options vesting and becoming exercisable monthly thereafter. Additionally, the disclosure from Item 4 above is incorporated herein by reference. Except as otherwise set forth in this Schedule 13D, as amended, none of the Reporting Persons have effected any other transactions in Common Stock or options to purchase Common Stock during the past sixty days.

 

(d)

 

Not applicable.

 

(e)

 

Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

 

In connection with the Underwriting Agreement, Felix J. Baker and Stephen R. Biggar, a representative of the Filing Persons and the Funds, each Directors of the Issuer, entered into Lock-up Letter Agreements, dated July 9, 2012, (the “Lock-up Agreements”). Pursuant to the Lock-up Agreements, Felix J. Baker and Stephen R. Biggar agreed that, without the prior written consent of the Underwriters, they will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned or any other securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, subject to certain exceptions set forth in the Lock-up Agreements, for 90 days after the date of the final prospectus, which was dated July 10, 2012 (the “Restricted Period”). In addition, Felix J. Baker and Stephen R. Biggar agreed that, without the prior written consent of the Underwriters, they will not during the Restricted Period make any demand for or exercise any right with respect to, the registration of any shares of the Common Stock. For purposes of the Lock-up Agreements, “owned” means common stock which Felix J. Baker and Stephen R. Biggar beneficially own, respectively, expressly excluding common stock owned by 14159, L.P., 667, L.P., Baker Biotech Fund II(A), L.P., Baker Bros. Investments, L.P., Baker Brothers Investments II, L.P., Baker Brothers Life Sciences, L.P. and Baker/Tisch Investments, L.P.

 

The summary of the Lock-up Agreement in this Schedule 13D does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1.

 

Item 7.  Material to be Filed as Exhibits

 

Exhibit   Description
     
10.1   Form of Lock-up Letter Agreement.
     
99.1   Agreement regarding the joint filing of this statement.

  

 
 

 

 

[AG NOTE: DELETE THIS BLANK PAGE]

 

 

 
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

July 19, 2012

 

  BAKER BROS. ADVISORS, LLC
  By: /s/ Scott L. Lessing
    Name: Scott L. Lessing
    Title:  President
     
  By: /s/ Julian C. Baker
    Julian C. Baker
     
  By: /s/ Felix J. Baker
    Felix J. Baker
     
  FBB Associates
  By: /s/ Julian C. Baker
    Name: Julian C. Baker
    Title: Partner

EX-10.1 2 v318958_ex10-1.htm EXHIBIT 10.1

 

LOCK-UP LETTER

 

July 9, 2012

 

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

 

Ladies and Gentlemen:

 

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes 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 (the “Underwriter”), of shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).

 

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus supplement relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause(1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to, (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (b) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned, (c) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value or (d) transfers of Common Stock pursuant to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act prior to the date hereof; provided that in the case of any transfer or distribution pursuant to clauses (a), (b) or (c), (i) each donee, distributee or trustee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin and “owned” shall mean Common Stock which the undersigned beneficially owns, expressly excluding Common Stock owned by 14159, L.P., 667, L.P., Baker Biotech Fund II(A), L.P., Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker Brothers Life Sciences. L.P. and Baker/Tisch Investments, L.P. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

 

[Lock-up Agreement]

 

 
 

 

If:

 

(1)          during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or

 

(2)          prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period;

 

the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

 

The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial restricted period unless the undersigned requests and receives prior written confirmation from the Company or Morgan Stanley that the restrictions imposed by this agreement have expired.

 

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

 

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

 

This agreement shall automatically terminate upon the earliest to occur, if any, of: (1) either Morgan Stanley advising the Company in writing that the Underwriters have determined not to proceed with the Public Offering, or the Company advising Morgan Stanley in writing that it has determined not to proceed with the Public Offering, (2) termination of the Underwriting Agreement before the sale of any shares of Common Stock to the Underwriters and (3) July 27, 2012, in the event that the Public Offering has not been consummated by that date.

 

- 2 -
 

 

  Very Truly Yours,
   
   
  (Name)
   
   
  (Address)

 

[Signature Page to Lock-up Agreement]

 

 

EX-99.1 3 v318958_ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.001 par value, of Synageva Biopharma Corp. is being filed with the Securities and Exchange Commission on behalf of each of them.

 

July 19, 2012

 

  BAKER BROS. ADVISORS, LLC
  By: /s/ Scott L. Lessing
    Name: Scott L. Lessing
    Title:  President
     
  By: /s/ Julian C. Baker
    Julian C. Baker
     
  By: /s/ Felix J. Baker
    Felix J. Baker
     
  FBB Associates
  By: /s/ Julian C. Baker
    Name: Julian C. Baker
    Title: Partner

  

 

 

 
 

 

 

 

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