of this exhibit has been filed
separately with the Securities and Exchange Commission.
Page 2
Exhibit F
EXHIBIT G
FORM OF LETTER OF CREDIT
BENEFICIARY:
(INSERT COMPLETE NAME & ADDRESS)
AS "LANDLORD"
APPLICANT:
SYNAGEVA BIOPHARMA CORP.
128 SPRING STREET, SUITE 520
LEXINGTON, MA 02421
TENANT"
AMOUNT: [*].
EXPIRATION DATE:
(TBD - ONE YEAR FROM L/C ISSUANCE)
LOCATION: SANTA CLARA, CALIFORNIA
LADIES AND GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF
IN
YOUR FAVOR. THIS LETTER OF CREDIT IS AVAILABLE BY SIGHT PAYMENT WITH OURSELVES
ONLY AGAINST PRESENTATION AT THE BANK'S OFFICE (AS DEFINED BELOW) OF THE
FOLLOWING DOCUMENTS:
(1) THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT (S), IF ANY.
(2) YOUR SIGHT DRAFT, IN WHOLE OR IN PART DRAWN ON US IN THE FORM ATTACHED
HERETO AS EXHIBIT "A".
(3) A DATED STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME AND DESIGNATED TITLE, STATING
ANY OF THE FOLLOWING WITH INSTRUCTIONS IN BRACKETS THEREIN COMPLIED WITH:
(A.)
"AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS OCCURRED BY SYNAGEVA
BIOPHARMA CORP., AS TENANT UNDER THAT CERTAIN LEASE AGREEMENT DATED
[INSERT DATE] BY AND BETWEEN TENANT, AND
[*]
=
Portions of this exhibit have been omitted pursuant to a confidential
treatment request. An unredacted version of this exhibit has been filed
separately with the Securities and Exchange Commission.
Page 1
Exhibit G
BENEFICIARY, AS LANDLORD. FURTHERMORE THIS IS TO CERTIFY THAT: (I) LANDLORD
HAS GIVEN WRITTEN NOTICE TO TENANT TO CURE THE DEFAULT AND SUCH DEFAULT HAS NOT
BEEN CURED UP TO THIS DATE OF DRAWING UNDER THIS LETTER OF CREDIT AND ALL
APPLICABLE CURE PERIODS (IF ANY) HAVE EXPIRED; AND (II) THE TERMS AND CONDITIONS
OF THE LEASE AUTHORIZE LANDLORD TO NOW DRAW DOWN ON THE LETTER OF CREDIT."
OR
(B.) "BENEFICIARY HAS RECEIVED A NOTICE FROM SILICON VALLEY BANK THAT ITS
IRREVOCABLE LETTER OF CREDIT NUMBER SVBSF
WILL NOT BE EXTENDED AND APPLICANT
HAS FAILED TO PROVIDE A REPLACEMENT LETTER OF CREDIT SATISFACTORY TO BENEFICIARY
WITHIN THIRTY (30) DAYS PRIOR TO THE CURRENT EXPIRATION DATE."
THE LEASE MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IS NOT
INTENDED THAT SAID LEASE BE INCORPORATED HEREIN OR FORM PART OF THIS LETTER OF
CREDIT.
PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED.
THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF
THE DRAWING AMOUNT AND WILL BE RETURNED TO BENEFICIARY UNLESS IT IS FULLY
UTILIZED.
THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD
OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE
UNLESS AT LEAST THIRTY (30) DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE WE
SEND YOU A NOTICE BY REGISTERED MAIL/OVERNIGHT COURIER SERVICE AT THE ADDRESS
SET FORTH IN THE IN THE STANDBY L/C (OR SUCH OTHER ADDRESS AS BENEFICIARY MAY
FROM TIME TO TIME DESIGNATE IN A NOTICE DELIVERED TO SILICON VALLEY BANK AT THE
BANK'S OFFICE) THAT THIS LETTER OF CREDIT WILL