Prepared by R.R. Donnelley Financial -- First Amendment to Shareholders' Agreement



 Exhibit 10.1 
  
 FIRST
AMENDMENT TO 
  
 ZYMOGENETICS, INC. 
  
 SHAREHOLDERS’ AGREEMENT 
  
 This First Amendment to ZymoGenetics, Inc.
Shareholders’ Agreement (this “Amendment”), amending that certain Shareholder’s Agreement among ZymoGenetics, Inc., a Washington corporation (the “Company”), Novo Nordisk A/S, a Danish
corporation, Novo Nordisk Pharmaceuticals, Inc., a Delaware corporation, Warburg Pincus Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands
Equity Partners III, C.V. , and the other persons listed on Schedule A thereto (collectively the “Investors”), entered into as of November 10, 2000 (the “Shareholders’ Agreement”), is made by and
among the Company and the undersigned Investors as of this 4th day of February, 2002. Capitalized terms used but not
otherwise defined herein shall have the meaning set forth in the Shareholders’ Agreement. 
  
 RECITALS 
  
 A.    The parties desire to amend the definition of “Qualified Public Offering” in Section 1 of the Shareholders Agreement
and to terminate that certain Series B Co-Sale Agreement among the Company and the Investors entered into as of November 10, 2000 (“Co-Sale Agreement”); and 
  
 B.    Under Section 7.4 of the Shareholders’ Agreement, the Shareholders’ Agreement may be amended, and the observance of any term may be waived upon the
consent of the holders of a majority of the Series A Stock (or Common Stock issued on conversion thereof) and the holders of a majority of the Series B Stock (or Common Stock issued on conversion thereof); 
  
 C.    Under Section 7 of the Co-Sale Agreement, the Co-Sale Agreement may be terminated upon the written consent of the Company and
the holders of more than 50% of the then outstanding Series B Stock (or Common Stock issued upon conversion thereof). 
  
 D.    The undersigned Investors represent the holders of a majority of the Series A Stock (or Common Stock issued on conversion thereof) and the holders of a majority of the Series B Stock (or Common Stock issued on
conversion thereof); 
  
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein; 

 
 THE PARTIES HEREBY AGREE AS FOLLOWS: 
 

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 AGREEMENT 
  
 1.    Amendment to the Shareholders’ Agreement 
  
 The definition of “Qualified Public Offering” in Section 1 of the Shareholders’ Agreement is hereby amended in its entirety to read (and shall be deemed to have read since the date the
Shareholders’ Agreement was entered into) as follows: 
  
 “Qualified Public Offering” means a firm commitment
underwritten offering by the Company of its equity securities to the general public pursuant to a registration statement filed under the Securities Act of 1933, as amended, in which the aggregate gross offering proceeds to the Company are in excess
of $50 million and in connection with which the shares of Preferred Stock of the Company outstanding immediately prior to the consummation thereof are converted to Common Stock.” 
  
 2.    Termination of Co-Sale Agreement. 
  
 Upon the closing a Qualified Public Offering (as defined in this Amendment), the Co-Sale Agreement shall be terminated and shall no longer have any force or effect. 
  
 3.    Continued Validity of the Shareholders’ Agreement 
  
 Except as amended hereby, the Shareholders’ Agreement shall continue in full force and effect as originally constituted and is ratified and affirmed by the parties hereto. 
  
 4.    Amendment to Articles of Incorporation 
  
 The Company agrees to propose, for consideration by the Company’s shareholders at the next succeeding annual or special meeting of shareholders of the Company (but in any event no
later than September 30, 2002), to amend the definition of “Qualified Public Offering” contained in Section 2.2.2 of the Company’s Amended and Restated Articles of Incorporation (“Articles of Incorporation”) to
be consistent with the definition of such term as set forth in Section 1 of this Amendment. Each of the undersigned Investors agrees to vote, in person or by proxy, all shares of Common Stock owned by such Investor as of the record date for such
shareholders meeting in favor of the approval of such amendment to the Company’s Amended and Restated Articles of Incorporation. 
  
 5.    Counterparts 
  
 This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 

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 IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the date first
above written. 
  
 
	 THE COMPANY:
 
	 
	 ZYMOGENETICS, INC.
 
	 
	 By:
 	 	 /s/ Bruce L.A. Carter                  
 

	 Its
 	 	 CEO                      
 


 
  
 
	 INVESTORS:
 
	 
	 NOVO NORDISK PHARMACEUTICALS, INC.
 
	 
	 By:
 	 	 /s/ James C. Shehan        
 

	 Its
 	 	 Secretary
 


 
  
 
	 WARBURG, PINCUS EQUITY PARTNERS, L.P.
 
	 
	 By:
 	 	 Warburg, Pincus & Co.
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	                           /s/ Jonathan
Leff
 

	  	 	                      Jonathan Leff, Partner
 

 
  
 
	 WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V.
 
	 
	 By:
 	 	 Warburg, Pincus & Co.
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	                           /s/ Jonathan
Leff
 

	  	 	                       Jonathan Leff, Partner
 

 
 

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	 WARBURG, PINCUS NETHERLANDS
 EQUITY PARTNERS II, C.V.
 
	 
	 By:
 	 	 Warburg, Pincus & Co.    
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	 /s/    Jonathan Leff  
 

	  	 	 Jonathan Leff, Partner
 

 
  
 
	 WARBURG, PINCUS NETHERLANDS
 EQUITY PARTNERS III, C.V.
 
	 
	 By:
 	 	 Warburg, Pincus & Co.    
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	 /s/    Jonathan Leff  
 

	  	 	 Jonathan Leff, Partner
 

 
 

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	 APAX EXCELSIOR VI–A, B, C, L.P.
 
	 
	 By:
 	 	 Apax Excelsior VI Partners, L.P.        
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	 Patricof & Co. Managers, Inc. Name        
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	  /s/    Lori Rafield        
 

	 Name:  Lori Rafield, PhD
 Title:    Vice President
 

 
  
  
 
	 PATRICOF PRIVATE INVESTMENT CLUB
 III, L.P.
 
	 
	 By:
 	 	  Apax Excelsior VI Partners, L.P.        
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	  By: Patricof & Co. Managers, Inc.
 
	  	 	 Its General Partner
 
	 
	 By:
 	 	  /s/    Lori Rafield         
 

	 Name:  Lori Rafield, PhD
 Title:    Vice President
 

 
 

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