Exhibit 4.3

 

EXECUTION COPY

 

AMENDMENT NO. 1

 

TO

 

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

 

The Second Amended and Restated Investors’ Rights Agreement (the “Investors’ Rights Agreement”), dated as of June 6, 2011, by and among TESARO, INC., a Delaware corporation (the “Company”), and the other parties thereto, is hereby amended as of July 7, 2011.

 

WHEREAS, the Company is party to that certain Series B Preferred Stock Purchase Agreement, dated as of June 6, 2011, by and among the Company and the Investors party thereto (as amended, the “Purchase Agreement”);

 

WHEREAS, pursuant to Section 4.7 of the Investors’ Rights Agreement, the Company may amend the Investors’ Rights Agreement only with the written consent of the holders of (i) a majority of the then-outstanding shares of Series A Preferred Stock, (ii) at least sixty percent (60%) of the then-outstanding shares of Series B Preferred Stock, including either InterWest Partners X, LP or KPCB Holdings, Inc., so long as InterWest Partners X, LP and KPCB Holdings, Inc. are Major Investors, and (iii) with respect to Section 3.5 of the Investors’ Rights Agreement, a majority of Registrable Securities that are held by Major Investors (collectively, a “Requisite Majority”); and

 

WHEREAS, in connection with entering into an amendment to the Purchase Agreement and the issuance and sale by the Company of Additional Shares to Additional Purchasers (as such terms are defined in the Purchase Agreement), including to Venrock Healthcare Capital Partners, L.P., the Company and the undersigned parties to the Investors’ Rights Agreement, constituting a Requisite Majority, have agreed to amend the Investors’ Rights Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investors’ Rights Agreement is hereby amended as follows:

 

1.             Definitions.

 

Capitalized terms appearing herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Investors’ Rights Agreement.

 

2.             Amendments.

 

2.1          Section 3.5 of the Investors’ Rights Agreement is hereby amended by adding a new clause (e) immediately following clause (d) and immediately prior to the ultimate paragraph thereof.  The new clause (e) shall read as follows:

 

“(e)         Venrock Healthcare Capital Partners, L.P. (“Venrock”) is a Major Investor, the Company shall invite a representative of Venrock, who initially shall be Anders Hove, to attend all meetings of the Board of Directors in a nonvoting observer

 











 

capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust all information provided and; provided, further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Major Investor or its representative is a Competitor of the Company.”

 

2.2          Section 4.7 of the Investors’ Rights Agreement is hereby amended by (i) deleting the word “and” from immediately prior to clause (d) in the text of the proviso to the third sentence thereof and (ii) adding a new clause (e) the text of such proviso, immediately following clause (d) thereof.  The new clause (e) shall read as follows:

 

“and (e) any amendment or waiver of Section 3.5(e) shall require the consent of Venrock (for such time and for so long as Venrock is a Major Investor)”

 

2.3          Schedule A to the Investors’ Rights Agreement is hereby amended by deleting it and replacing it in its entirety with Schedule A hereto.

 

2.4          Schedule C to the Investors’ Rights Agreement is hereby amended by deleting it and replacing it in its entirety with Schedule C hereto.

 

3.             General.

 

Except as modified by this amendment, which shall be effective as of the first date written above, the Investors’ Rights Agreement shall remain in full force and effect, enforceable in accordance with its terms.

 

[signature page follows]

 

2











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

 

	
 
    	
TESARO, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Leon O. Moulder, Jr.
    
	
 
    	
Name:
    	
Leon   O. Moulder, Jr.
    
	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
309   Waverley Oaks Road, Suite 101
    
	
 
    	
 
    	
Waltham,   MA 02452
    
	
 
    	
 
    	
Attn:
    	
Leon   O. Moulder, Jr.
    
	
 
    	
 
    	
Phone:
    	
339-970-0901
    
	
 
    	
 
    	
E-mail:
    	
lmoulder@tesarobio.com
    
	
 
    	
 
    	
Fax:
    	
339-469-8966
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
With   a copy to:
    
	
 
    	
 
    
	
 
    	
 
    	
Hogan   Lovells US LLP
    
	
 
    	
 
    	
100   International Drive, Suite 2000
    
	
 
    	
 
    	
Baltimore,   MD 21202
    
	
 
    	
 
    	
Attn:
    	
Asher   M. Rubin
    
	
 
    	
 
    	
Phone:
    	
410-659-2777
    
	
 
    	
 
    	
E-mail:
    	
asher.rubin@hoganlovells.com
    
	
 
    	
 
    	
Fax:
    	
410-659-2701
    
					


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR AND FOUNDER:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LEON   O. MOULDER, JR.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Leon O. Moulder, Jr.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
18132   Via Caprini Drive
    
	
 
    	
 
    	
Miromar   Lakes, FL 33913
    
	
 
    	
 
    	
Phone:
    	
339-970-0901
    
	
 
    	
 
    	
E-mail:   
    	
lmoulder@tesarobio.com
    
	
 
    	
 
    	
Fax:
    	
339-469-8966
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR AND FOUNDER:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MARY   LYNNE HEDLEY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Mary Lynne Hedley
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
51   Follen Road
    
	
 
    	
 
    	
Lexington,   MA 02421
    
	
 
    	
 
    	
Phone:
    	
339-970-0902
    
	
 
    	
 
    	
E-mail:
    	
mlhedley@tesarobio.com
    
	
 
    	
 
    	
Fax:
    	
339-469-8967
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR AND FOUNDER:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
RICHARD   J. RODGERS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Richard J. Rodgers
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
101   George Street
    
	
 
    	
 
    	
Excelsior,   MN 55331
    
	
 
    	
 
    	
Phone:
    	
339-970-0903
    
	
 
    	
 
    	
E-mail:   
    	
rrodgers@tesarobio.com
    
	
 
    	
 
    	
Fax:
    	
339-469-8965
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
NEW   ENTERPRISE ASSOCIATES 13, LIMITED PARTNERSHIP
    
	
 
    	
 
    
	
 
    	
By:
    	
NEA   Partners 13, Limited Partnership
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
NEA   GP 13, LTD, its general partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/   Louis A. Citron
    
	
 
    	
 
    	
 
    	
Name:
    	
Louis   A. Citron
    
	
 
    	
 
    	
 
    	
Title:
    	
Chief   Legal Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
NEA   VENTURES 2010, LIMITED PARTNERSHIP
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Louis A. Citron
    
	
 
    	
Name:
    	
Louis   A. Citron
    
	
 
    	
Title:
    	
Vice-President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
5245   Wisconsin Avenue, Suite 800
    
	
 
    	
 
    	
Chevy   Chase, MD 20815
    
	
 
    	
 
    	
Attn:
    	
Louis   Citron
    
	
 
    	
 
    	
Phone:
    	
410-842-4105
    
	
 
    	
 
    	
E-mail:
    	
lcitron@nea.com
    
	
 
    	
 
    	
Fax:
    	
301-272-1725
    
								


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SARA   NAYEEM, M.D.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Sara Nayeem, M.D.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Address:
    	
c/o   New Enterprises Associates 13, Limited Partnership
    
	
 
    	
 
    	
5245   Wisconsin Avenue, Suite 800
    
	
 
    	
 
    	
Chevy   Chase, MD 20815
    
	
 
    	
 
    	
Attn:
    	
Louis   Citron
    
	
 
    	
 
    	
Phone:
    	
410-842-4105
    
	
 
    	
 
    	
E-mail:
    	
lcitron@nea.com
    
	
 
    	
 
    	
Fax:
    	
301-272-1725
    


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
INTERWEST   PARTNERS X, LP
    
	
 
    	
By:
    	
InterWest   Management Partners X, LLC, its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Arnold L. Oronsky
    
	
 
    	
 
    	
Name:
    	
Arnold   L. Oronsky
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
InterWest   Partners
    
	
 
    	
 
    	
2710   Sand Hill Road, 2nd Floor
    
	
 
    	
 
    	
Menlo Park, CA 94025
    
	
 
    	
 
    	
Attn:
    	
Karen Wilson
    
	
 
    	
 
    	
Phone:
    	
650-854-8585
    
	
 
    	
 
    	
E-mail:
    	
kwilson@interwest.com
    
	
 
    	
 
    	
Fax:
    	
650-854-4706
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
With   a copy to:
    
	
 
    	
 
    
	
 
    	
 
    	
Gunderson   Detmer Stough Villeneuve
    
	
 
    	
 
    	
Franklin &   Hachigian, LLP
    
	
 
    	
 
    	
1200   Seaport Blvd.
    
	
 
    	
 
    	
Redwood   City, CA 94063
    
	
 
    	
 
    	
Attn:
    	
Marcia   A. Hatch
    
	
 
    	
 
    	
Phone:
    	
650-463-5266
    
	
 
    	
 
    	
E-mail:   
    	
mhatch@gunder.com
    
	
 
    	
 
    	
Fax:
    	
877-881-6112
    
						


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 









 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
KPCB   HOLDINGS, INC.,
    
	
 
    	
as   nominee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brook Byers
    
	
 
    	
Name:
    	
Brook   Byers
    
	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
Kleiner   Perkins Caufield & Byers
    
	
 
    	
 
    	
2750   Sand Hill Road
    
	
 
    	
 
    	
Menlo   Park, CA 94025
    
	
 
    	
 
    	
Attn:
    	
Sue   Biglieri
    
	
 
    	
 
    	
Phone:
    	
650-233-3372
    
	
 
    	
 
    	
E-mail:
    	
sbiglieri@kpcb.com
    
	
 
    	
 
    	
Fax:
    	
650-233-0323
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
With   a copy to:
    
	
 
    	
 
    
	
 
    	
 
    	
Gunderson   Detmer Stough Villeneuve
    
	
 
    	
 
    	
Franklin &   Hachigian, LLP
    
	
 
    	
 
    	
1200   Seaport Blvd.
    
	
 
    	
 
    	
Redwood   City, CA 94063
    
	
 
    	
 
    	
Attn:
    	
Marcia   A. Hatch
    
	
 
    	
 
    	
Phone:
    	
650-463-5266
    
	
 
    	
 
    	
E-mail:
    	
mhatch@gunder.com
    
	
 
    	
 
    	
Fax:
    	
877-881-6112
    
					


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
T.   ROWE PRICE ASSOCIATES, INC.
    
	
 
    	
Investment   Adviser, for and on behalf of the advisory clients on Attachment A to this   signature page and listed below:
    
	
 
    	
 
    
	
 
    	
 
    	
T. Rowe Price Health Sciences Fund, Inc.
    
	
 
    	
 
    	
TD Mutual Funds — TD Health Sciences Fund
    
	
 
    	
 
    	
Valic Company I — Health Sciences Fund
    
	
 
    	
 
    	
T. Rowe Price Health Sciences Portfolio
    
	
 
    	
 
    	
John Hancock Trust — Health Sciences Trust
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kris H. Jenner
    
	
 
    	
Name:
    	
Kris   H. Jenner
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
T.   Rowe Price Associates, Inc.
    
	
 
    	
 
    	
100   East Pratt Street
    
	
 
    	
 
    	
Baltimore,   MD 21202
    
	
 
    	
 
    	
Attn:
    	
Andrew   Baek, Vice President
    
	
 
    	
 
    	
 
    	
and   Senior Legal Counsel
    
	
 
    	
 
    	
Phone:
    	
410-345-2090
    
	
 
    	
 
    	
E-mail:
    	
Andrew_baek@troweprice.com
    
	
 
    	
 
    	
Fax:
    	
410-345-6575
    
	
 
    	
 
    
	
 
    	
With   a copy to:
    
	
 
    	
 
    
	
 
    	
 
    	
Duane   Morris LLP
    
	
 
    	
 
    	
111   S. Calvert Street, Suite 2000
    
	
 
    	
 
    	
Baltimore,   MD 21202
    
	
 
    	
 
    	
Attn:
    	
Keli   Isaacson Whitlock
    
	
 
    	
 
    	
Phone:
    	
410-949-2912
    
	
 
    	
 
    	
E-mail:
    	
kwhitlock@duanemorris.com
    
	
 
    	
 
    	
Fax:
    	
410-949-2952
    
						


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
A.M.   PAPPAS LIFE SCIENCE VENTURES IV, L.P.
    
	
 
    	
By:
    	
AMP&A   Management IV, LLC
    
	
 
    	
Its:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Ford S. Worthy
    
	
 
    	
 
    	
Name:
    	
Ford   S. Worthy
    
	
 
    	
 
    	
Title:
    	
Partner &   CFO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PV IV   CEO FUND, L.P.
    
	
 
    	
By:
    	
AMP&A   Management IV, LLC
    
	
 
    	
Its:
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Ford S. Worthy
    
	
 
    	
 
    	
Name:
    	
Ford   S. Worthy
    
	
 
    	
 
    	
Title:
    	
Partner &   CFO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
c/o   Pappas Ventures
    
	
 
    	
 
    	
P.   O. Box 110287
    
	
 
    	
 
    	
Research   Triangle Park, NC 27709
    
	
 
    	
 
    	
Attn:
    	
Ford   S. Worthy
    
	
 
    	
 
    	
Phone:
    	
919-998-3330
    
	
 
    	
 
    	
E-mail:
    	
fworthy@pappasventures.com
    
	
 
    	
 
    	
Fax:
    	
919-998-3301
    
						


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LEERINK   SWANN HOLDINGS, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Timothy A.G. Gerhol
    
	
 
    	
Name:
    	
Timothy   A.G. Gerhold
    
	
 
    	
Title:
    	
General   Counsel
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LEERINK   SWANN CO-INVESTMENT FUND, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Joseph R. Gentile
    
	
 
    	
Name:
    	
Joseph   R. Gentile
    
	
 
    	
Title:
    	
CAO
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
Leerink   Swann LLC
    
	
 
    	
 
    	
One   Federal Street, 37th Floor
    
	
 
    	
 
    	
Boston,   MA 02110
    
	
 
    	
 
    	
Attn:
    	
Timothy   Gerhold, Esq.
    
	
 
    	
 
    	
Phone:
    	
617-918-4514
    
	
 
    	
 
    	
E-mail:
    	
tim.gerhold@leerink.com
    
	
 
    	
 
    	
Fax:
    	
617-918-4720
    
					


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DEERFIELD   SPECIAL SITUATIONS FUND, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
Deerfield   Capital, L.P.
    
	
 
    	
 
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
J.E.   Flynn Capital, LLC
    
	
 
    	
 
    	
 
    	
General   Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/   David J. Clark
    
	
 
    	
 
    	
 
    	
Name:
    	
David   J. Clark
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DEERFIELD   SPECIAL SITUATIONS FUND INTERNATIONAL, LIMITED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David J. Clark
    
	
 
    	
Name:
    	
David   J. Clark
    
	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
c/o   Deerfield Management Co.
    
	
 
    	
 
    	
780   Third Ave., 37th Fl.
    
	
 
    	
 
    	
New   York, NY 10017
    
	
 
    	
 
    	
Attn:
    	
David   J. Clark
    
	
 
    	
 
    	
Phone:
    	
646-536-5661
    
	
 
    	
 
    	
E-mail:
    	
DClark@deerfieldpartners.com
    
	
 
    	
 
    	
Fax:
    	
646-536-5662
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
With   a copy to:
    
	
 
    	
 
    
	
 
    	
 
    	
Katten   Muchin Rosenman LLP
    
	
 
    	
 
    	
575   Madison Avenue
    
	
 
    	
 
    	
New   York, NY 10022-2585
    
	
 
    	
 
    	
Attn:
    	
Mark   I. Fisher
    
	
 
    	
 
    	
Phone:
    	
212-940-8877
    
	
 
    	
 
    	
E-mail:
    	
mark.fisher@kattenlaw.com
    
	
 
    	
 
    	
Fax:
    	
212-894-5877
    
							


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ORACLE   PARTNERS, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Oracle   Associates, LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Larry N. Feinberg
    
	
 
    	
 
    	
Name:
    	
Larry   N. Feinberg
    
	
 
    	
 
    	
Title:
    	
Managing   Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ORACLE   INSTITUTIONAL PARTNERS, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Oracle   Associates, LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Larry N. Feinberg
    
	
 
    	
 
    	
Name:
    	
Larry   N. Feinberg
    
	
 
    	
 
    	
Title:
    	
Managing   Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
Oracle   Investment Management, Inc.
    
	
 
    	
 
    	
200   Greenwich Avenue
    
	
 
    	
 
    	
Greenwich,   CT 06830
    
	
 
    	
 
    	
Attn:
    	
Aileen   Wiate
    
	
 
    	
 
    	
Phone:
    	
203-862-7980
    
	
 
    	
 
    	
E-mail:
    	
awiate@oraclepartners.com
    
	
 
    	
 
    	
Fax:
    	
203-862-7982
    
						


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Second Amended and Restated Investors’ Rights Agreement as of the date first written above.

 

	
 
    	
INVESTOR:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
OPKO   HEALTH, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Steven D. Rubin
    
	
 
    	
Name:
    	
Steven   D. Rubin
    
	
 
    	
Title:
    	
Exec.   V.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Address:
    	
4400   Biscayne Boulevard
    
	
 
    	
 
    	
Miami,   FL 33137
    
	
 
    	
 
    	
Attn:
    	
Kate   Inman
    
	
 
    	
 
    	
Phone:
    	
(305)   575-4138
    
	
 
    	
 
    	
E-mail:
    	
kinman@opko.com
    
	
 
    	
 
    	
Fax:
    	
 
    
					


 

SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE SERIES B PREFERRED SECOND AMENDED AND

RESTATED INVESTORS’ RIGHTS AGREEMENT FOR TESARO, INC.

 











 

SCHEDULE A

 

Investors

 

	
Series A Investor:
    	
 
    	
Shares of Series A Preferred Stock:
    	
 
    
	
New Enterprise Associates 13, Limited Partnership
    	
 
    	
17,970,000
    	
 
    
	
NEA Ventures 2010, Limited Partnership
    	
 
    	
25,000
    	
 
    
	
Sara Nayeem
    	
 
    	
5,000
    	
 
    
	
Leon O. Moulder, Jr.
    	
 
    	
1,500,000
    	
 
    
	
Mary Lynn Hedley
    	
 
    	
250,000
    	
 
    
	
Richard J. Rodgers
    	
 
    	
250,000
    	
 
    


 

	
Series B Investor:
    	
 
    	
Shares of Series B Preferred Stock:
    	
 
    
	
New Enterprise Associates 13, Limited Partnership
    	
 
    	
7,741,199
    	
 
    
	
Sara Nayeem
    	
 
    	
2,298
    	
 
    
	
InterWest Partners X, LP
    	
 
    	
3,871,748
    	
 
    
	
KPCB Holdings, Inc.
    	
 
    	
2,903,811
    	
 
    
	
T. Rowe Price Health Sciences Fund, Inc.
    	
 
    	
972,450
    	
 
    
	
TD Mutual Funds — TD Health Sciences Fund
    	
 
    	
49,821
    	
 
    
	
VALIC Company I — Health Sciences Fund
    	
 
    	
68,928
    	
 
    
	
T. Rowe Price Health Sciences Portfolio
    	
 
    	
18,322
    	
 
    
	
John Hancock Trust — Health Sciences Trust
    	
 
    	
51,999
    	
 
    
	
A.M. Pappas Life Science Ventures IV, L.P.
    	
 
    	
923,959
    	
 
    
	
PV IV CEO FUND, L.P.
    	
 
    	
43,977
    	
 
    
	
Leerink Swann Holdings, LLC
    	
 
    	
193,587
    	
 
    
	
Leerink Swann Co-Investment Fund, LLC
    	
 
    	
193,587
    	
 
    
	
Deerfield Special Situations Fund, L.P.
    	
 
    	
150,998
    	
 
    
	
Deerfield Special Situations Fund International,   Limited
    	
 
    	
236,176
    	
 
    
	
Oracle Partners, LP
    	
 
    	
792,251
    	
 
    
	
Oracle Institutional Partners, LP
    	
 
    	
175,685
    	
 
    
	
Venrock Healthcare Capital Partners, L.P.
    	
 
    	
818,256
    	
 
    
	
VHCP Co-Investment Holdings, LLC
    	
 
    	
149,680
    	
 
    
	
Frost Gamma Investments Trust
    	
 
    	
193,587
    	
 
    


 











 

SCHEDULE C

 

Major Investors

 

New Enterprise Associates 13, Limited Partnership

 

InterWest Partners X, LP

 

KPCB Holdings, Inc.

 

T. Rowe Price Associates, Inc. (Investment Adviser, for and on behalf of the following advisory clients and their nominees: T. Rowe Price Health Sciences Fund, Inc., TD Mutual Funds — TD Health Sciences Fund, VALIC Company I — Health Sciences Fund, T. Rowe Price Health Sciences Portfolio, John Hancock Trust — Health Sciences Trust)

 

A.M. Pappas Life Science Ventures IV, L.P.

 

Venrock Healthcare Capital Partners, L.P.