Arbutus Biopharma Corporation: Exhibit 10.3 - Filed by newsfilecorp.com






AMENDING AGREEMENT 

THIS AMENDMENT (this “Amendment”) is executed as of November 2,
2015, by and among Arbutus Biopharma Corporation (fka Tekmira
Pharmaceuticals Corporation) (the “Company”), a British Columbia corporation,
Roivant Sciences Ltd., Patrick T. Higgins, Michael J. McElhaugh, Michael J.
Sofia and Bryce A. Roberts (such parties other than the Company being
collectively referred to as the “OnCore Holders”).

RECITALS 

     WHEREAS, the parties
hereto entered into a Registration Rights Agreement, dated January 11, 2015 (the
“Registration Rights Agreement”), pursuant to which the Company agreed in
certain circumstances to register for resale under the Securities Act of 1933,
as amended, certain common shares in the Company held by the OnCore Holders; and


     WHEREAS, the
parties hereto now wish to amend the terms of the Registration Rights Agreement
in order to amend the provision thereof related to the filing of a shelf
registration statement. 

     NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, the parties
do hereby agree as follows: 

     1. Defined Terms. All
capitalized terms used and not otherwise defined herein shall have the meaning
ascribed thereto in the Registration Rights Agreement.

     2. Amendment. Section
1.2(a) of the Registration Rights Agreement is deleted in its entirety and
replaced with the following: 

	 	“Upon the written request of Roivant Sciences Ltd. following
      the date hereof, the Company shall file a resale registration statement on Form
      S-3 within 30 days of such request (the “Resale Registration Statement”) in
      accordance with and pursuant to Rule 415 promulgated under the Securities Act
      (or any successor rule then in effect) and shall effect any related
      qualification or compliance as would permit or facilitate the sale and
      distribution of all or any portion of the Registrable Securities owned by the
      Holders, including by naming such Holders as selling security holders, and shall
      use its commercially reasonable efforts to cause such Resale Registration
      Statement to become effective under the Act as promptly as practicable and
      otherwise no later than the date that is 120 days following the date that the
    request for such registration is received by the Company.”
	 


     3. Entire Agreement;
Ratification. This Amendment constitutes the entire agreement among the
parties with respect to the subject matter hereof. Except as expressly amended
hereby, the terms of the Registration Rights Agreement are each hereby confirmed
and ratified in all respects by the parties hereto and remain in full force and
effect. 

     4. Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
and any of their respective subsidiaries, affiliates, insurers, predecessors,
successors, officers, directors, managers, employees,
stockholders, members, agents, attorneys or assigns. 




     5. Governing Law. This
Amendment shall be governed by and construed under the laws of the State of New
York as applied to agreements among New York residents entered into and to be
performed entirely within New York without giving effect to principles of
conflicts of laws. 

     6. Counterparts. This
Amendment may be signed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same agreement.


     7. Necessary Action. Each
party shall perform any further acts and execute and deliver any documents that
may be reasonably necessary to carry out the provisions of this Amendment. 

[Signature pages to follow] 




      IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written. 

	 	
      ARBUTUS BIOPHARMA CORPORATION 

	 	
      

	 	
      

	 	
      By:   /s/ Bruce
      Cousins                                      
          

	 	
               Name: Bruce Cousins
    

	 	
               Title: Executive Vice
      President & Chief 

	 	
               Financial Officer
    

	 	
               Address: 100 – 8900
      Glenlyon Parkway       

	 	         Burnaby,
      B.C. V5J
      5J8                                  
       






     IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written. 

	 	ROIVANT SCIENCES LTD. 
	 	  
	 	  
	 	By:  /s/ Marianne L.
      Romeo                                        
      
	 	         Name:
      Marianne L. Romeo 
	 	         Title: Head,
      Global Transactions & Risk 
	 	         Management
  
	 	         Address:
      ___________________________
	 	         __________________________________






     IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written. 

	 	
      By: /s/ Patrick T.
      Higgins          
                  
      

	 	
      Patrick T. Higgins 

	 	 
	 	
             
       Address: __________________

	 	        
      __________________________






     IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written. 

	 	
      By: /s/ Michael J.
      McElhaugh               
      

	 	
      Michael J. McElhaugh 

	 	 
	 	
               Address:
      __________________

	 	        
      __________________________






     IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written. 

	 	
      By: /s/ Michael J.
      Sofia            
                

	 	
      Michael J. Sofia 

	 	 
	 	
               Address:
      ________________

	 	        
      ________________________






      IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date first above written. 

	 	
      By: /s/ Bryce A.
      Roberts           
             

	 	
      Bryce A. Roberts 

	 	
      

	 	
               Address:
      ________________

	 	        
      _______________________