Explanation of Responses:
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Disposition of 100,003 and 100,523 securities directly held by Felix J. Baker and Julian C. Baker, respectively in connection with the Merger Agreement (as defined below).
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Disposition of securities in connection with the completion of the acquisition of Synageva Biopharma Corp. (the "Issuer") by Alexion Pharmaceuticals, Inc. pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") dated May 5, 2015, by and among Alexion Pharmaceuticals, Inc., the Issuer, Merger Sub Inc. and Galaxy Merger Sub LLC. Pursuant to the Merger Agreement the Issuer's common shares were exchanged for $115 in cash and 0.6581 share of Alexion Pharmaceuticals, Inc. common stock. (the "Merger Consideration")
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Disposition of 143,462 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by FBB Associates. Felix J. Baker and Julian C. Baker are the sole partners of FBB Associates. Felix J. Baker disclaims beneficial ownership of the securities held directly by FBB Associates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Felix J. Baker or Julian C. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Julian C. Baker is filing a Form 4 separately.
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Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by Baker/Tisch Investments, L.P. ("Baker Tisch"), a limited partnership of which the sole general partner is Baker/Tisch Capital, L.P., a limited partnership of which the sole general partner is Baker/Tisch Capital (GP), LLC, due to Baker/Tisch Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Tisch. As a result of their ownership in Baker/Tisch Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Tisch.
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Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by Baker Bros. Investments, L.P. ("Baker Bros. Investments I"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments I. As a result of their ownership in Baker Bros. Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Bros. Investments I.
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Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by Baker Bros. Investments II, L.P. ("Baker Bros. Investments II"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments II. As a result of their ownership in Baker Bros. Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Bros. Investments II.
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Disposition of 680,187 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. As a result of their ownership in Baker Biotech Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by 667.
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Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by Baker Biotech Fund II(A), L.P. ("Baker Biotech"), a limited partnership of which the sole general partner is Baker Biotech Capital II(A), L.P., a limited partnership of which the sole general partner is Baker Biotech Capital II(A) (GP), LLC, due to Baker Biotech Capital II(A), L.P.'s right to receive an allocation of a portion of the profits from Baker Biotech. As a result of their ownership in Baker Biotech Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Biotech.
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Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. As a result of their ownership in 14159 Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by 14159.
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Disposition of 9,184,771 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. As a result of their ownership in Baker Brothers Life Sciences Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Life Sciences.
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Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to Baker Tisch, Baker Bros. Investments I, Baker Bros. Investments II, 667, Baker Biotech, 14159, and Life Sciences (collectively, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
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Disposition of options pursuant to the Merger Agreement, under which such options became fully vested and cancelled and the holder of such options became entitled to receive amount of cash and number of shares of common stock of Alexion Pharmaceuticals, Inc. equal to : (i) the Merger Consideration multiplied by (ii) a number of shares of common stock equal to (1) $230.00 minus the corresponding per share exercise price of such options, divided by (2) $230.00, with the cash portion of such amount rounded to the nearest cent and with the portion of such amount payable in common stock rounded down to the nearest one thousandth of a shares.
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Non-qualified stock options ("Stock Options") convertible solely into common shares of the Issuer that were granted to Felix J. Baker. Felix J. Baker served on the Issuer's Board of Directors (the "Board") as a representative of the Funds. Pursuant to the policies of the Adviser, Felix J. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the stock options (i.e. no direct pecuniary interest).
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Stock Options convertible solely into common shares of the Issuer that were granted to Julian C. Baker. Julian C. Baker served on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Julian C. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the stock options (i.e. no direct pecuniary interest).
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Stock Options convertible solely into common shares of the Issuer that were granted to Stephen R. Biggar. Stephen R. Bigger, an employee of Baker Bros. Advisors LP served on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Stephen R. Biggar does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the stock options (i.e. no direct pecuniary interest).
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1/36 of the shares subject to this option vest and become exercisable on December 2, 2011 and monthly thereafter.
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