13D Filing: Baker Bros. Advisors and Invitae Corp (NVTA)

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.

Item 6 of this Schedule 13D is hereby supplemented and amended,
as the case may be, as follows:

The disclosure regarding the Purchase Agreement
in Item 4 is incorporated by reference herein.

The Purchase Agreement is incorporated
by reference as Exhibit 99.1 and is incorporated by reference herein.

On July 31, 2017, the Issuer entered into
an amended and restated registration rights agreement (the “Registration Rights Agreement”) with the Funds. Under the
Registration Rights Agreement, the Issuer agreed that following a demand by the Funds that the Issuer register their shares of
Common Stock for resale under the Securities Act of 1933, as amended, the Issuer would be obligated to effect such registration.
The Issuer’s registration obligations under the Registration Rights Agreement cover all shares of Common Stock now held or
later acquired by the Funds, will continue in effect for up to 10 years, and include the Issuer’s obligation to facilitate
certain underwritten public offerings of Common Stock by the Funds in the future, not to exceed one per calendar year and two underwritten
public offerings in total. The Issuer will bear all expenses incurred by it in effecting any registration pursuant to the Registration
Rights Agreement as well as the legal expenses of the Funds of up to $50,000 per underwritten public offering effected pursuant
to the Registration Rights Agreement.

In addition, as a condition of the Issuer’s
execution and delivery of the Registration Rights Agreement, the Funds and their affiliates irrevocably waived any and all prior
registration rights pursuant to the Fifth Amended and Restated Investor Rights Agreement, dated August 26, 2014, by and among the
Issuer and the investors set forth therein and party thereto.

The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration
Rights Agreement, which is incorporated by reference as Exhibit 99.2, and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Exhibit	Description
99.1	Securities Purchase Agreement, dated July 31, 2017, by and among Invitae Corporation and the investors named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K, filed with the SEC on August 1, 2017).
99.2	Registration Rights Agreement, dated July 31, 2017, by and among Invitae Corporation, 667, L.P., Baker Brothers Life Sciences, L.P. and 14159, L.P.(incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K, filed with the SEC on August 1, 2017).