EXHIBIT 10.1


 


FORM OF LOCK-UP LETTER


 


January 2, 2013


 


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.


 



    	 



    	 



    
 





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) [Insert date 18 calendar days following the launch of the offering], 2013, in the event that the Public Offering
has not been consummated by that date.


 






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	 	Very truly yours,
	 	 
	 	 
	 	667 Madison Ave
	 	New York, NY 10065
	 	 (Address)




 

















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