EX-4.7



 Exhibit 4.7 

Execution Version 

AVALANCHE BIOTECHNOLOGIES, INC. 

AMENDED AND RESTATED VOTING AGREEMENT 

THIS AMENDED AND RESTATED VOTING AGREEMENT
(the “Agreement”) is made and entered into as of this 16th day of April, 2014, by and among Avalanche Biotechnologies, Inc., a Delaware corporation (the “Company”), those certain holders of the
Company’s Common Stock listed on Exhibit A hereto (the “Key Holders”) and the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) and Series B
Preferred Stock (the “Series B Preferred Stock” and collectively with the Series A Preferred Stock, the “Preferred Stock”) listed on Exhibit B hereto (the
“Investors”). 
 WITNESSETH 

WHEREAS, the Key Holders are the beneficial owners of an aggregate of three million one hundred thousand
(3,100,000) shares of the common stock of the Company (the “Common Stock”); 

WHEREAS, certain of the Investors are purchasing shares of the Company’s Series B Preferred
Stock pursuant to that certain Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith (the “Financing”);  

WHEREAS, the Company and the holders of Series A Preferred Stock have previously entered into that
certain Voting Agreement dated as of September 7, 2010 (the “Prior Agreement”) and desire to amend and restate the Prior Agreement and to accept the rights created pursuant hereto in lieu of the rights created under the
Prior Agreement; 
 WHEREAS, the obligations in the Purchase Agreement are conditioned upon the
execution and delivery of this Agreement;  
 WHEREAS, pursuant to Section 3.5 of the Prior
Agreement, the Prior Agreement may be amended or modified (or provisions of this Agreement waived) only upon the written consent of (i) the Company, (ii) holders of a majority of the Series A Preferred Stock and (iii) holders of a
majority of the Key Holder Shares (as defined in the Prior Agreement) held by Key Holders (as defined in the Prior Agreement) then providing services to the Company as officers or employees (the “Prior Agreement Amendment
Requirement”); and 
 WHEREAS, the execution of this Agreement by the Company and the
undersigned Stockholders satisfies the Prior Agreement Amendment Requirement. 
 NOW,
THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 







 AGREEMENT 
  

	1.	VOTING. 

 1.1 Key Holder Shares; Investor Shares. 

(a) The Key Holders each agree to hold all shares of voting capital stock of the Company registered in their respective names or
beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each of the Key Holders after the date hereof (hereinafter collectively referred to as the “Key Holder
Shares”) subject to, and to vote the Key Holder Shares in accordance with, the provisions of this Agreement. 

(b) The Investors each agree to hold all shares of voting capital stock of the Company (including but not limited to all shares of
Common Stock issued or issuable upon conversion of the Preferred Stock) registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each
of the Investors after the date hereof (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote the Investor Shares in accordance with, the provisions of this Agreement. 

1.2 Election of Directors. On all matters relating to the election and removal of directors of the Company, the Key Holders and the
Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the
Company’s Board of Directors as follows: 
 (a) At each election of or action by written consent to elect directors in
which the holders of Preferred Stock, voting as a separate class, are entitled to elect directors of the Company, the Investors shall vote all of their respective Investor Shares so as to elect one individual designated by the holders of a majority
of the Series A Preferred Stock, which individual shall initially be Steven D. Schwartz (the “Series A Designee”). Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any
vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of any party entitled to designate a
director as provided in this Section 1.2(a), each Investor agrees to vote its Investor Shares for the removal of such director.  

(b) At each election of directors in which the holders of Common Stock, voting as a separate class, are entitled to elect directors of
the Company, the Key Holders and the Investors shall vote all of their respective Key Holder Shares and Investor Shares (to the extent converted to Common Stock) so as to elect: (i) the person serving as Chief Executive Officer of the Company,
which individual shall initially be Thomas W. Chalberg, Jr. and (ii) one (1) individual designated by the holders of a majority of Common Stock held by Key Holders who are then providing services to the Company as officers or employees, if
any, which individual shall initially be Mark S. Blumenkranz (together, the “Common Designees”). Any vote taken to remove any director elected pursuant to this Section 1.2(b), or to fill any vacancy created by the
resignation, removal or death of a director elected pursuant to this Section 1.2(b), shall also be subject to the provisions of this Section 1.2(b). In the event that the person serving as the director 


  
 2 








 
to be elected as set forth in Section 1.2(b)(i) ceases to serve as the Chief Executive Officer of the Company, each Key Holder agrees to vote its Key Holder Shares for the removal of
such director at the request of a majority of the Board of Directors excluding the director to be removed. 
 1.3 No Liability for
Election of Recommended Director. None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party makes any representation or warranty as to the fitness or competence of the nominee of any party
hereunder to serve on the Board of Directors by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement. 

1.4 Legend. 
 (a)
Concurrently with the execution of this Agreement, there shall be imprinted or otherwise placed, on certificates representing the Key Holder Shares and the Investor Shares the following restrictive legend (the “Legend”):

 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN
RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY. ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT. A COPY OF SUCH VOTING AGREEMENT WILL BE
FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.” 

(b) The Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of
transfer, reissuance of otherwise), the Legend from any such certificate and will place or cause to be placed the Legend on any new certificate issued to represent Key Holder Shares or Investor Shares theretofore represented by a certificate
carrying the Legend. If at any time or from time to time any Key Holder or Investor holds any certificate representing shares of the Company’s capital stock not bearing the aforementioned legend, such Key Holder or Investor agrees to deliver
such certificate to the Company promptly to have such legend placed on such certificate. 
 1.5 Successors. The provisions of this
Agreement shall be binding upon the successors in interest to any of the Key Holder Shares or Investor Shares. The Company shall not permit the transfer of any of the Key Holder Shares or Investor Shares on its books or issue a new certificate
representing any of the Key Holder Shares or Investor Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person
becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Key Holder or Investor, as applicable. 

  
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 1.6 Other Rights. Except as provided by this Agreement or any other agreement entered into
in connection with the Financing, each Key Holder and Investor shall exercise the full rights of a holder of capital stock of the Company with respect to the Key Holder Shares and the Investor Shares, respectively. 

1.7 Irrevocable Proxy. To secure the Key Holder’s and the Investor’s obligations to vote the Key Holder Shares and the
Investor Shares in accordance with this Agreement, each Key Holder and each Investor hereby appoints the Chairman of the Board of Directors or the Chief Executive Officer of the Company, or either of them from time to time, or their designees, as
such Key Holder’s or Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Key Holder’s Key Holder Shares or such Investor’s Investor Shares as set
forth in this Agreement and to execute all appropriate instruments consistent with this Agreement on behalf of such Key Holder or Investor if, and only if, such Key Holder or Investor fails to vote all of such Key Holder’s Key Holder Shares or
such Investor’s Investor Shares or execute such other instruments in accordance with the provisions of this Agreement within five (5) days of the Company’s or any other party’s written request for such Key Holder’s or
Investor’s written consent or signature. The proxy and power granted by each Key Holder and Investor pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement.
Each such proxy and power will be irrevocable for the term hereof. The proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Investor
Shares or the Key Holder Shares, as the case may be, and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any Investor Shares or Key Holder Shares. 

1.8 No “Bad Actor” Disqualification.  

(a) The Company represents and warrants that it has exercised reasonable care to determine whether any Company Covered Person (as
defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act of 1934, as amended (the “Securities
Act”) (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure
obligations under Rule 506(e) under the Securities Act. For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act. 

(b) Each Investor and each Key Holder (each, a “Voting Party”) on behalf of itself represents and warrants, severally
and not jointly, and to the Company only, that neither (i) such person, nor (ii) any entity that is an affiliate of such person, nor (iii) any director of the Company that has been designated by such person, is subject to any
Disqualification Event (as defined in Section 1.8(a) above), except for Disqualification Events covered by Rule 506(d)(2)(i), (ii) or (iii) or (d)(3) under the Securities Act and disclosed in writing in reasonable detail to the
Company. No party to this Agreement entitled to designate a director of the Company under Section 2 hereof shall designate a director that is subject to any Disqualification Event, except for Disqualification Events covered by Rule
506(d)(2)(i), (ii) or (iii) or (d)(3) under the Securities Act, in which case such party will promptly disclose in writing to the Company and other parties to this Agreement any and all information necessary for the Company to determine
whether Rule 506(d)(2)(i), (ii) or (iii) or (d)(3) applies. 

  
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 (c) Each party to this Agreement represents, severally and not jointly and to the
Company only, that it has exercised reasonable care to determine the accuracy of the representation made by it in either Sections 1.8(a) or 1.8(b) as applicable, and agrees to notify the Company if it becomes aware of any fact that
makes the representation given by it hereunder inaccurate. 
 (d) Notwithstanding any other provision in this Agreement to
the contrary, no party to this Agreement will be required to vote for any director or proposed director who is subject to a Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(i), (ii) or (iii) or (d)(3)
under the Securities Act. 
 (e) The agreements under this Section 1.8 between the Company and each Voting Party are
separate agreements and no Voting Party or any affiliate thereof (other than the Company) shall be directly liable to any other Voting Party under this Section 1.8. 
  

	2.	TERMINATION. 

 2.1 This Agreement shall continue in full force and
effect from the date hereof through the earliest of the following dates, on which date it shall terminate in its entirety: 
 (a) the
date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act that results in the Preferred
Stock being converted into Common Stock; 
 (b) ten (10) years from the date of this Agreement. 

(c) the date of the closing of an Acquisition, as defined in the Company’s Certificate of Incorporation as in effect as of the date
hereof; or 
 (d) the date as of which the parties hereto terminate this Agreement by written consent of the holders of a majority of the
Series A Preferred Stock, the holders of a majority of the Series B Preferred Stock and the Key Holders holding a majority of the Key Holder Shares who are then providing services to the Company as officers or employees. 

 

	3.	MISCELLANEOUS. 

 3.1 Ownership. Each Key Holder represents and
warrants to the Investors and the Company that (a) such Key Holder now owns the Key Holder Shares listed on Exhibit A hereto, free and clear of liens or encumbrances, and has not, prior to or on the date of this Agreement, executed
or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated prior to the date hereof, and (b) such Key Holder has full power and capacity to execute, deliver and
perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Key Holder enforceable in accordance with its terms. Each Investor represents and warrants to 


  
 5 








 
the Investors and the Company that (a) such Investor now owns, or will own upon the Closing (as defined in the Purchase Agreement), the Investor Shares listed on Exhibit B
hereto, free and clear of liens or encumbrances, and has not, prior to or on the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement other than one which has expired or terminated
prior to the date hereof, and (b) such Investor has full power and capacity to execute, deliver and perform this Agreement, which has been duly executed and delivered by, and evidences the valid and binding obligation of, such Investor
enforceable in accordance with its terms. 
 3.2 Further Action. If and whenever any Key Holder Shares are sold, the Key Holders or
the personal representative of the Key Holders shall do all things and execute and deliver all documents and make all transfers, and cause any transferee of the Key Holder Shares to do all things and execute and deliver all documents, as may be
necessary to consummate such sale consistent with this Agreement. 
 3.3 Specific Performance. The parties hereto hereby
declare that it is impossible to measure in money the damages which will accrue to a party hereto or to their heirs, personal representatives, or assigns by reason of a failure to perform any of the obligations under this Agreement and agree that
the terms of this Agreement shall be specifically enforceable. If any party hereto or his heirs, personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such
action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such
remedy at law exists. 
 3.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of
Delaware as such laws are applied to agreements among Delaware residents entered into and performed entirely within the State of Delaware, without reference to the conflict of laws provisions thereof. The parties agree that any action brought by
either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any
state or federal court located in the County of Santa Clara, California. THE PARTIES TO THIS AGREEMENT HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS AGREEMENT AND CONSENT TO A BENCH TRIAL WITH THE
APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT. 
 3.5 Amendment or Waiver. This Agreement may be amended or modified (or provisions
of this Agreement waived) only upon the written consent of (i) the Company, (ii) holders of a majority of the Series A Preferred Stock; (iii) holders of a majority of the Series B Preferred Stock; and (iv) holders of a majority
of the Key Holder Shares held by Key Holders then providing services to the Company as officers or employees. Any amendment or waiver so effected shall be binding upon the Company, each of the parties hereto and any assignee of any such party.
Notwithstanding the foregoing, Section 1.2 of this Agreement may be amended to add additional holders of Common Stock or Preferred Stock as Key Holders or Investors hereunder by an instrument in writing signed by the Company and such
holders. Notwithstanding the foregoing, any amendment, modification or waiver that adversely affects the rights of an Investor in a manner that is materially different than the effect on the rights of the other Investors shall also require the
written consent of such adversely affected Investor. 

  
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 3.6 Severability. In the event one or more of the provisions of this Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. 
 3.7 Successors and Assigns. The provisions hereof shall inure to
the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives. 

3.8 Additional Shares. In the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in
exchange for, any of the Key Holder Shares or Investor Shares by reason of any stock dividend, stock split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Key Holder Shares or Investor Shares, as
the case may be, for purposes of this Agreement. 
 3.9 Additional Investors. Notwithstanding anything to the contrary
contained herein, if the Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock shall become a party to this Agreement by executing and delivering an
additional counterpart signature page to this Agreement and shall be deemed an Investor and a party hereunder. 
 3.10
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one instrument. 

3.11 Waiver. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver
of any rights or remedies of any other party hereto or with respect to any subsequent breach. 
 3.12 Delays or Omissions. It
is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed
to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or
character on any party’s part of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of the Agreement must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement by law, or otherwise afforded to any party, shall be cumulative and not alternative. 

3.13 Attorney’s Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without
limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 

  
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 3.14 Notices. All notices required in connection with this Agreement shall be in writing
and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business
day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day
delivery, with written notification of receipt. All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or Exhibit A or Exhibit B hereto or at such other address or
electronic mail address as such party may designate by ten (10) days advance written notice to the other parties hereto. 
 3.15
Entire Agreement. This Agreement and the Exhibits hereto, along with the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly
represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement. The Prior Agreement is hereby amended in its entirety and restated herein, and all provisions of,
rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect. 

[THIS SPACE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the
parties hereto have executed this AMENDED AND RESTATED VOTING AGREEMENT as of the date first above written. 

 

			
	COMPANY:
	
	AVALANCHE BIOTECHNOLOGIES, INC.
		
	Signature:	 	 /s/ Tom Chalberg

		
	Print Name:	 	Thomas W. Chalberg, Jr.
		
	Title:	 	President and Chief Executive Officer
		
	Address:	 	1035 O’Brien Drive
		 	Menlo Park, CA 94025
		 	Attention: Chief Executive Officer
		
		 	with a copy (which shall not constitute notice) to:
		
		 	 Latham & Watkins LLP
 140 Scott Drive

Menlo Park, California 94025
 Attn: Alan C. Mendelson,
Esq.



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTORS:
	
	VENROCK ASSOCIATES VI, L.P.
	By:	 	Venrock Management VI, LLC
	Its:	 	General Partner
	
	VENROCK PARTNERS VI, L.P.
	By:	 	Venrock Partners Management VI, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ David Stepp

		 	Authorized Signatory
	
	VENROCK HEALTHCARE CAPITAL PARTNERS, L.P.
	By:	 	VHCP Management, LLC
	Its:	 	General Partner
	
	VHCP CO-INVESTMENT HOLDINGS, LLC
	By:	 	VHCP Management, LLC
	Its:	 	Manager
		
	By:	 	 /s/ David Stepp

		 	Authorized Signatory


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	ZYGTECH, LLC, A NEW JERSEY LIMITED LIABILITY COMPANY
		
	By:	 	 /s/ Zygmunt Wilf

	Name:	 	Zygmunt Wilf
		
	Title:	 	 Member



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	RICHARD AND MARCIA SCHULMAN LIVING TRUST DATED 10/2/99
		
	By:	 	 /s/ Richard Schulman

		
	Name:	 	 Richard Schulman

		
	Title:	 	 Co-Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	ROBERTA S. HOLLAND REVOCABLE TRUST-1996, DATED 10/28/96 AS AMENDED
		
	By:	 	 /s/ Roberta S. Holland

		
	Name:	 	 Roberta S. Holland Revocable Trust - 1996

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	PENSCO TRUST COMPANY CUSTODIAN (JOSEPH OLIVEIRA), IRA 080000004747
		
	By:	 	 /s/ Joseph Oliveira

		
	Name:	 	 Joseph Oliveira

		
	Title:	 	  

	
	PENSCO TRUST COMPANY FBO
	
	 Joseph Oliveira

	Authorized Signer
		
	By:	 	 /s/ Rachel Wheeler



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	REGENERON PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Joseph J. LaRosa

		
	Name:	 	 Joseph J. LaRosa

		
	Title:	 	 SVP, General Counsel & Secretary



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









					
	INVESTOR:
	
	COWEN AV INVESTMENT LLC
		
	By:	 	Cowen Structured Holdings Inc., it’s managing member
		
	By:	 	 /s/ Stephen Lasota

			
		 	 Name:
	 	Stephen Lasota
			
		 	 Title:
	 	Chief Financial Officer
		 		 	Cowen Group, Inc.


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTORS:
	
	REDMILE CAPITAL FUND, LP
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the General Partner and the Investment Manager
	
	REDMILE CAPITAL OFFSHORE FUND, LTD.
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the Investment Manager
	
	REDMILE CAPITAL OFFSHORE FUND II, LTD.
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the Investment Manager
	
	REDMILE SPECIAL OPPORTUNITIES FUND, LTD.
	
	 /s/ Jeremy Green

	By.	 	Jeremy Green
	Title:	 	Managing Member of the Investment Manager


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









							
	INVESTOR:
	
	SABBY HEALTHCARE VOLATILITY MASTER FUND, LTD.
		
	By:	 	Sabby Management, LLC, its Investment Manager
				
		 		 	By:	 	 /s/ Robert Grundstein

		 		 		 	Robert Grundstein, COO and General Counsel


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTOR:
	
	ADAGE CAPITAL PARTNERS, LP
	BY:	 	Adage Capital Partners, GP, LLC, it’s General Partner
	BY:	 	Adage Capital Advisors, LLC it’s Managing Member
		
	By:	 	 /s/ Phillip T. Gross

		
	Name:	 	 Phillip T. Gross

		
	Title:	 	 Managing Director


 Adage Capital Partners, GP, LLC (“ACPGP”), serves as the general partner of Adage Capital Partners, LP, a Delaware
limited partnership (the “Fund”) and as such has discretion over the portfolio of securities beneficially owned by the Fund. Adage Capital Advisors, LLC, a Delaware limited liability company (“ACA”), is managing member of
ACPGP and directs ACPGP’s operations. Robert Atchinson and Phillip Gross are the managing members of ACPGP and ACA and general partners of the Fund. Robert Atchinson and Phillip Gross disclaim beneficial ownership of the reported
securities except to the extent of their pecuniary interest therein. 

  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









			
	INVESTORS:
	
	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 VARIABLE INSURANCE TRUST – HEALTH SCIENCES TRUST
	JOHN HANCOCK FUNDS II – HEALTH SCIENCES FUND
		
	By: 	 	T. Rowe Price Associates, Inc., Investment Adviser
		
	By: 	 	 /s/ Taymour Tamaddon

		
	Name:	 	 Taymour Tamaddon

		
	Title:	 	 Vice President



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
 SIGNATURE PAGE 









									
	INVESTORS:
	
	DEERFIELD SPECIAL SITUATIONS FUND, L.P.
	By:	 	Deerfield Mgmt, 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 INTERNATIONAL MASTER FUND, L.P.
	By:	 	Deerfield Mgmt, 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 PRIVATE DESIGN FUND III, L.P.
	By:	 	Deerfield Mgmt III, L.P.
		 	General Partner
		 	 By:
	 	J.E. Flynn Capital III, LLC
		 		 	General Partner
				
		 		 	By:	 	 /s/ David J. Clark

		 		 		 	Name:	 	David J. Clark
		 		 		 	Title:	 	Authorized Signatory


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	 INVESTORS:

	
	 FIDELITY SECURITIES FUND: FIDELITY OTC
PORTFOLIO

		
	By:	 	 /s/ Stacie M. Smith

		
	Name:	 	 Stacie Smith

		
	Title:	 	 Deputy Treasurer

	
	 FIDELITY SELECT PORTFOLIOS: BIOTECHNOLOGY
PORTFOLIO

		
	By:	 	 /s/ Stacie M. Smith

		
	Name:	 	 Stacie Smith

		
	Title:	 	 Deputy Treasurer

	
	 FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR
BIOTECHNOLOGY FUND

		
	By:	 	 /s/ Stacie M. Smith

		
	Name:	 	 Stacie Smith

		
	Title:	 	 Deputy Treasurer



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	ROCK SPRINGS CAPITAL MASTER FUND LP
	By:	 	Rock Springs GP LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Jeffrey Annecchino

		
	Name:	 	 Jeffrey Annecchino

		 	Authorized Signatory
		
	Title:	 	 COO



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	WACHTER FAMILY TRUST
		
	By:	 	 /s/ Paul Wachter

		
	Name:	 	 Paul Wachter

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 /s/ Alexandre Cohen

	ALEXANDRE COHEN


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	GREGORY D SNODGRASS & KATHLEEN M SNODGRASS TTEES OF THE GREGORY AND KATHLEEN
SNODGRASS LIVING TRUST DTD 12/13/00
		
	By:	 	 /s/ Gregory D. Snodgrass

		
	Name:	 	 Gregory D. Snodgrass

		
	Title:	 	 Trustee

		
	By:	 	 /s/ Kathleen M. Snodgrass

		
	Name:	 	 Kathleen M. Snodgrass

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 /s/ Stonington Cox

	STONINGTON COX


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	CONSTANCE C COX TRUST DATED JUNE 28, 2000 AS AMENDED
		
	By:	 	 /s/ Constance C. Cox

		
	Name:	 	 Constance C. Cox, Trust dated June 28, 2000 as amended

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	P. ANTHONY PRICE REVOCABLE TRUST, MAY 6, 2002
		
	By:	 	 /s/ P.A. Price

		
	Name:	 	 P. Anthony Price

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	KRISTEN AND JIM WELLS FAMILY TRUST
		
	By:	 	 /s/ Kristen Wells

		
	Name:	 	 Kristen Wells

		
	Title:	 	 Trustee

		
	By:	 	 /s/ Jim Wells

		
	Name:	 	 Jim Wells

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 /s/ Johannes Hull

	JOHANNES HULL


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 /s/ Michael C. Clark

	MICHAEL CLARK


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 /s/ Herman L. Alcalde

	HERMAN ALCALDE


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 /s/ John McLaughlin

	JOHN MCLAUGHLIN


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	RIVERBEND RANCH PENSION TRUST
		
	By:	 	 /s/ Donald Ozenbaugh

		
	Name:	 	 Donald Ozenbaugh

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	ALAN C. & AGNÈS B. MENDELSON FAMILY TRUST
		
	By:	 	 /s/ Alan C. Mendelson

	Name:	 	Alan C. Mendelson
	Title:	 	Trustee


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	VP COMPANY INVESTMENTS 2008, LLC
		
	By:	 	 /s/ Alan C. Mendelson

	Name:	 	Alan C. Mendelson
	Title:	 	Member of Management Committee


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 GREGORY P CHAGARIS & ANTHEA C STRATIGOS TTEE

CHAGARIS STRATIGOS FAM REV TST

		
	By:	 	 /s/ Gregory P. Chagaris

		
	Name:	 	 Gregory P. Chagaris

		
	Title:	 	 Trustee



  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	INVESTOR:
	
	 /s/ Jordan Dubnow

	JORDAN DUBNOW


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	KEY HOLDER:
	
	 /s/ Tom Chalberg

	THOMAS W. CHALBERG, JR.


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	KEY HOLDER:
	
	 /s/ Mark S. Blumenkranz

	MARK S. BLUMENKRANZ


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	KEY HOLDER:
	
	 /s/ Steven D. Schwartz

	STEVEN D. SCHWARTZ


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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	KEY HOLDER:
	
	 /s/ Mitchell H. Finer

	MITCHELL H. FINER


  
 AMENDED AND
RESTATED VOTING AGREEMENT 
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 EXHIBIT A 

LIST OF KEY HOLDERS 
 Thomas W. Chalberg,
Jr. 
 Mark S. Blumenkranz 
 Steven D. Schwartz 

Mitchell Finer 

  
 LIST OF KEY HOLDERS









 EXHIBIT B 

LIST OF INVESTORS 
 Zygtech, LLC, a New
Jersey Limited Liability Company 
 820 Morris Turnpike, Suite 301 

Short Hills, NJ 07078 
 Carla Helene Blumenkranz
Irrevocable Trust 
 20 Larguita Lane 

Portola Valley, CA 94028 
 Scott Aubrey
Blumenkranz Irrevocable Trust 
 20 Larguita Lane 

Portola Valley, CA 94028 
 Erik Davis Blumenkranz
Irrevocable Trust 
 20 Larguita Lane 

Portola Valley, CA 94028 
 Marty G. Glick 

511 Hampton Road 
 Piedmont, CA
94611 
 Thomas W. Chalberg, Jr. 
 2749
Carolina Avenue 
 Redwood City, CA 94061 

Mark S. Blumenkranz 
 20 Larguita Lane 

Portola Valley, CA 94028 
 Steven D. Schwartz

 10801 W. Sunset Blvd. 
 Los
Angeles, CA 90077 
 Mitchell Finer 
 150
Whitman Street 
 Stow, MA 01775 
 Richard and
Marcia Schulman Living Trust dated 10/2/99 
 10750 Wilshire Boulevard, #1401 

Los Angeles, CA 90024 

  
 LIST OF INVESTORS









 Roberta S. Holland, Trustee of the Roberta S. Holland Revocable Trust-1996, dated 10/28/96 as amended 

10800 Wilshire Blvd. #1404 
 Los
Angeles, CA 90024 
 Pensco Trust Company Custodian (Joseph Oliveira), IRA 080000004747 

409 Albasio Ct. 
 Angels Camp, CA
95222-9756 
 Venrock Healthcare Capital Partners, L.P. 

3340 Hillview Avenue 
 Palo Alto,
CA 94304 
 Attn: David Stepp 
 Venrock
Associates VI, L.P. 
 3340 Hillview Avenue 

Palo Alto, CA 94304 
 Attn: David
Stepp 
 Venrock Partners VI, L.P. 
 3340
Hillview Avenue 
 Palo Alto, CA 94304 

Attn: David Stepp 
 VHCP Co-Investment Holdings,
LLC 
 3340 Hillview Avenue 

Palo Alto, CA 94304 
 Attn: David
Stepp 
 Regeneron Pharmaceuticals, Inc. 
 777
Old Saw Mill River Road 
 Tarrytown, NY 10591 

Attention: President 
 Copy:
General Counsel 
 Cowen AV Investment LLC 

599 Lexington Ave 
 New York, NY
10022 
 Redmile Capital Fund, LP 
 c/o Redmile
Group, LLC 
 One Letterman Drive, Bldg. D, Suite D3-700 

San Francisco, CA 94129 

  
 LIST OF INVESTORS









 Redmile Capital Offshore Fund, Ltd. 

c/o Redmile Group, LLC 
 One
Letterman Drive, Bldg. D, Suite D3-700 
 San Francisco, CA 94129 

Redmile Capital Offshore Fund II, Ltd. 
 c/o
Redmile Group, LLC 
 One Letterman Drive, Bldg. D, Suite D3-700 

San Francisco, CA 94129 
 Redmile Special
Opportunities Fund, Ltd. 
 c/o Redmile Group, LLC 

One Letterman Drive, Bldg. D, Suite D3-700 

San Francisco, CA 94129 
 Sabby Healthcare
Volatility Master Fund, Ltd. 
 c/o Sabby Management, LLC 

10 Mountainview Road, suite 205 

Upper Saddle River, NJ 07458 
 Adage Capital
Partners 
 200 Clarendon St. 52nd floor 

Boston, MA 02116 
 Lobstercrew & Co. fbo
T. Rowe Price Health Sciences Fund, Inc. 
 T. Rowe Price Associates, Inc. 

100 East Pratt Street 
 Baltimore,
MD 21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 

Mac & Co. fbo TD Mututal Funds - TD Health Sciences Fund 

T. Rowe Price Associates, Inc. 

100 East Pratt Street 
 Baltimore,
MD 21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 

Squidrig & Co. fbo VALIC Company I - Health Sciences Fund 

T. Rowe Price Associates, Inc. 

100 East Pratt Street 
 Baltimore,
MD 21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 

Horizon Beach & Co. fbo T. Rowe Price Health Sciences Portfolio 

T. Rowe Price Associates, Inc. 

100 East Pratt Street 
 Baltimore,
MD 21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 

  
 LIST OF INVESTORS









 Lamppost & Co. fbo John Hancock Variable Insurance Trust - Health Sciences Trust 

T. Rowe Price Associates, Inc. 

100 East Pratt Street 
 Baltimore,
MD 21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 

ANNUITANT & CO. fbo John Hancock Funds II - Health Sciences Fund 

T. Rowe Price Associates, Inc. 

100 East Pratt Street 
 Baltimore,
MD 21202 
 Attn: Andrew Baek, Vice President and Senior Legal Counsel 

Deerfield Special Situations Fund, L.P. 
 780 3rd
ave 37th Floor 
 New York, NY 10017 

Deerfield Special Situations International Master Fund, L.P. 

780 3rd ave 37th Floor 
 New York,
NY 10017 
 Deerfield Private Design Fund III, L.P.

780 3rd ave 37th Floor 
 New York,
NY 10017 
 Booth & Co fbo Fidelity Securities Fund: Fidelity OTC Portfolio 

The Northern Trust Company 
 Attn:
Trade Securities Processing, C-1N 
 801 South Canal Street 

Chicago, IL 60607 
 Fidelity
Securities Fund: Fidelity OTC Portfolio 
 Reference Account # 26-68304 

Mag & Co fbo Fidelity Select Portfolios: Biotechnology Portfolio 

Brown Brothers Harriman & Co. 

525 Washington Blvd 
 Jersey City
NJ 07310 
 Attn: Michael Lerman 15th Floor 

Corporate Actions 
 Bangle & Co fbo
Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund 
 State Street Bank & Trust 

PO Box 5756 
 Boston,
Massachusetts 02206 
 Attn: Bangle & Co fbo Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund 

  
 LIST OF INVESTORS









 Rock Springs Capital Master Fund LP 

650 South Exeter Street 
 Suite
1070 
 Baltimore, MD 21202 
 Wachter Family
Trust 
 127 N. Cliffwood Ave. 

Los Angeles, CA 90049 
 Alexandre Cohen 

3110 Main Street, Suite #310 

Santa Monica, CA 90405 
 Gregory D
Snodgrass & Kathleen M Snodgrass TTEES of The Gregory and Kathleen Snodgrass Living Trust Dtd 12/13/00 
 2045 Tasso Street 

Palo Alto, CA 94301 
 Stonington Cox 

2240 Green St. Apt.3 
 San
Francisco, CA 94123 
 Constance C Cox Trust dated June 28, 2000 as amended 

2999 Pacific Ave., Apt 5 
 San
Francisco, CA 94115 
 P. Anthony Price Revocable Trust, May 6, 2002 

2999 Pacific Ave., Apt 5 
 San
Francisco, CA 94115 
 Kristen and Jim Wells Family Trust 

4115 Fair Oaks Ave 
 Menlo Park,
CA 94025 
 Johannes Hull 
 29 Dearborn Street

 San Francisco, CA 94110 
 Michael Clark 

1096 Clarendon Ct 
 Oakland, CA
94610 
 Herman Alcalde 
 3733 Erris Ct 

South San Francisco, CA 94080 

  
 LIST OF INVESTORS









 John McLaughlin 

265 Glen Way 
 Incline Village, NV
89451 
 Riverbend Ranch Pension Trust 
 630
Smith Flat Rd. 
 Angels Camp, CA 95222 
 Alan
C. & Agnès B. Mendelson Family Trust 
 76 De Bell Drive 

Atherton, CA 94027 
 VP Company Investments 2008,
LLC 
 c/o Latham & Watkins LLP 555 W. 5th Street Suite 800 

Los Angeles, CA 90013 
 GREGORY P
CHAGARIS & ANTHEA C STRATIGOS TTEE 
 CHAGARIS STRATIGOS FAM REV TST 

60 Joyce Road 
 Hillsborough, CA
94010 
 Jordan Dubnow 
 c/o Main Street
Advisors, Inc. 
 3110 Main Street, Suite #310 

Santa Monica, CA 90405 

  
 LIST OF INVESTORS