COLLABORATION AND LICENSE AGREEMENT

This Agreement is entered into as of January 7, 2007 by and between:

SEATTLE GENETICS, INC., a Delaware corporation, having its principal place of business at 21823 30th Drive S.E., Bothell, Washington 98021

(hereinafter referred to as SGI)

and:

AGENSYS, INC., a California corporation, having its principal place of business at 1545 17th Street, Santa Monica, CA 90404

(hereinafter referred to as Agensys).

WITNESSETH

WHEREAS, SGI owns or controls intellectual property rights relating to technology useful for linking proprietary cytotoxins to other molecules such as antibodies capable of directing such cytotoxins to specific tissues and/or cells;

WHEREAS, Agensys is currently conducting research and development programs to discover antigens that may have activity in certain disease-related pathways, and to develop antibodies that bind to those antigens;

WHEREAS, the Parties have created and conducted initial characterization work regarding ADCs (as defined below) to [***] pursuant to the terms and subject to the conditions of the Initial Agreement (as defined below);

WHEREAS, Agensys wishes to obtain, and SGI wishes to grant, options to exclusive research licenses under SGIs patent rights and know-how related to SGIs proprietary cytotoxin and linker technology to up to [***] (as defined below) for use in conjunction with Agensys antibodies and options to exclusive commercial licenses to three (3) of such Designated Antigens; and

WHEREAS, the Parties desire to establish a collaboration to utilize SGIs proprietary cytotoxin and linker technology for use in conjunction with certain of the Agensys antibodies and to develop and commercialize such antibodies for diagnostic, prophylactic and therapeutic uses.

CONFIDENTIAL

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the Parties hereto, intending to be legally bound, agree as follows:

Article 1

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions: For the purposes of this Agreement the following words and phrases shall have the following meanings:

AAA has the meaning set forth in Section 23.3.4.

[***] [***].

ADC or Antibody-Drug Conjugate means an antibody that is linked to a cytotoxin or cytostatic agent (generally, cytotoxins) and that contains, uses or is made using SGI Technology.

ADC Product Candidate means each ADC comprising an Antibody targeted to a Designated Antigen to which Agensys has a Research License under Section 10.1.1 and which has not yet been designated as a Collaboration Product or Unilateral Product hereunder.

ADC Research Program means the research conducted pursuant to Article 3.

ADC Research Program Term means the term of the ADC Research Program set forth in Section 3.2.

Adverse Event means any unfavorable and unintended medical occurrence in a human patient or subject who is administered a Product, including any undesirable sign (including abnormal laboratory findings of clinical concern), symptom or disease temporally associated with the use of such Product, whether or not considered related to such Product.

Affiliate of a Party means any corporation or other business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a Party. As used in this definition of Affiliate, the term control means the direct or indirect ownership of [***] or more of the stock having the right to vote for directors thereof or the ability to otherwise control the management thereof.

Agensys ADC Know-How means all Program Inventions developed by Agensys using SGI Technology, and that are necessary or useful for identifying, developing, making, using or selling ADC Product Candidates, Agensys Products or Agensys Licensed Products that specifically bind to any Designated Antigen or Exclusive Antigen.

Agensys ADC Patents means all patent applications and patents that are Controlled by Agensys that claim Agensys ADC Know-How and/or ADC Product Candidates (to the extent SGI consents to the filing of such patent applications with respect to ADC Product Candidates in accordance with Section 10.1).

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Agensys Collaboration Know-How means any and all technical information, processes, formulae, data, inventions, methods, know-how and trade secrets, that relate to Collaboration Inventions made by or assigned to Agensys under Section 15.1.3(a).

Agensys Collaboration Patents means Patents that claim Collaboration Inventions made by or assigned to Agensys pursuant to Section 15.1.3(a).

Agensys Collaboration Technology means the Agensys Collaboration Know-How and the Agensys Collaboration Patents.

Agensys In-Licenses means the agreements between Agensys and the indicated Third Parties listed on Schedule E, as amended from time to time by Agensys.

Agensys Independent Know-How means all technical information, processes, formulae, data, inventions, methods, know-how and trade secrets Controlled by Agensys that are (a) used by Agensys in the ADC Research Program, or (b) used by Agensys in the Development or Commercialization Program, including technical information, processes, formulae, data, inventions, methods, know-how and trade secrets that relate to (x) the composition, method of using or method of making an Exclusive Antigen, Designated Antigen or Collaboration Antigen, or (y) the composition, method of using or method of making an Antibody that binds specifically to an Exclusive Antigen, Designated Antigen or Collaboration Antigen. For purposes of clarity, Program Inventions and Collaboration Inventions shall not be deemed to be Agensys Independent Know-How.

Agensys Independent Patents means all patent applications and patents that claim Agensys Independent Know-How and/or Agensys Materials.

Agensys Independent Technology means the Agensys Independent Know-How, Agensys ADC Know-How, Agensys Independent Patents and Agensys ADC Patents.

Agensys Licensed Product means any and all products containing an ADC comprised of an Antibody that binds specifically to an Exclusive Antigen, that was never a Collaboration Antigen hereunder, and that is attached to a cytotoxin or cytostatic agent included in the Drug Conjugation Materials: (a) the manufacture, use, sale, offer for sale or import of which would infringe a Valid Patent Claim of an SGI Patent if not for the licenses granted in this Agreement; or (b) which utilize, incorporate, are derived from or are made using SGI Know-How.

Agensys Materials means any tangible chemical, biological or physical materials (including but not limited to Antibodies but excluding Products and ADC Product Candidates) that are furnished by or on behalf of Agensys to SGI in connection with this Agreement.

Agensys Product has the meaning set forth in Section 5.9.1.

Agensys Sublicensee shall have the meaning set forth in Section 10.1.3.

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Agensys Technology means the Agensys Independent Technology and the Agensys Collaboration Technology.

Agreement means this agreement, all amendments and supplements to this Agreement and all schedules to this Agreement, including the following:

[***] means that certain Antigen designated by Agensys as [***] and as conjugated by SGI under the Initial Agreement.

Antibody or Antibodies means any antibody, or fragment thereof, that binds specifically to an Antigen.

Antigen means a protein [***], that are [***] by Agensys and for which the [***] and as set forth in [***].

Applicable Law means any law or statute, any rule or regulation issued by a government authority (including courts and Regulatory Authorities) and any judicial, governmental, or administrative order, judgment, decree or ruling, in each case as applicable to the subject matter and the parties at issue.

Approved Subcontractor means a subcontractor engaged by a Party that has been approved by the JSC to perform specific obligations of the subcontracting Party.

[***] means the SGI Technology licensed to SGI under the [***] (as defined in the definition of SGI In-Licenses).

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Breaching Party has the meaning set forth in Section 17.5.

Calendar Quarter means any of the three-month periods beginning January 1, April 1, July 1 and October 1 in any year.

Calendar Year means (a) with respect to the first Calendar Year, the period beginning on the Effective Date and ending on December 31, 2007 (the First Calendar Year), and (b) with respect to each subsequent Calendar Year, the twelve (12) month period beginning on the day following the end of the First Calendar Year and each succeeding twelve (12) month period thereafter, as applicable; except that the last Calendar Year shall end upon the expiration or termination of this Agreement.

Change in Control has the meaning set forth in Article 20.

Claims has the meaning set forth in Section 18.1.

Clinical Trials mean any one of Phase I Clinical Trials, Phase II Clinical Trials, or Phase III Clinical Trials.

Collaboration Accounting Policies means the accounting policies as agreed to by the Parties and implemented by the JSC to be used in determining Development Costs and Product Profit, which will be, in all material respects, consistent with GAAP and any applicable regulations in the United States.

Collaboration Antigen means the Initial Collaboration Antigen, the Second Collaboration Antigen and any other Antigen so designated pursuant to Sections 4.5.2 or 9.7.

Collaboration Invention means any process, formulae, method, chemical compound, biological or physical material (including ADCs and Collaboration Products), invention, technology, know-how, trade secret or data conceived or reduced to practice by either Party or jointly by both Parties in the conduct of the activities under the Development Program or Commercialization Program or pursuant to the Parties activities under the Collaboration Program. Collaboration Inventions shall not include Program Inventions.

Collaboration Product means the Initial Collaboration Product and the Second Collaboration Product or any other Collaboration Product so designated pursuant to Section 9.7 or Section 4.5.2.

Collaboration Product Inventions has the meaning set forth in Section 15.1.3(c).

Collaboration Product Trademark has the meaning set forth in Section 8.8.

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Collaboration Program means the collaborative research, development, manufacturing, Regulatory Approval and Commercialization activities undertaken pursuant to any Development and Commercialization Plan(s) under this Agreement.

Collaboration Sublicensee means any Third Party to whom a Party has, or the Parties have, granted the right to develop, sell, distribute or otherwise Commercialize a Collaboration Product, in each case pursuant to a Third Party Collaboration Agreement or as otherwise proposed by the JSC and approved by the written consent of the Parties.

Collaboration Technology means the Agensys Collaboration Technology, the SGI Collaboration Technology and the Joint Collaboration Technology.

Combination Product means (a) with respect to any Agensys Licensed Product, a product that contains, in addition to an ADC, one or more other ingredients that (i) are not included within Drug Conjugation Technology, and (ii) have independent biologic or chemical activity as a therapeutic agent when present alone, and (b) with respect to any other Unilateral Product or Collaboration Product, a product that contains or is sold together in combination with one or more active ingredients or products.

Commercialization or Commercialize means, with respect to a Collaboration Product, any and all activities to establish and maintain commercial sales for such Collaboration Product which are undertaken pursuant to a Commercialization Plan. These activities shall include: (a) the pre-launch marketing and launch activities for a Collaboration Product, (b) the marketing, promotion, distribution, offering for sale and selling of a Collaboration Product, (c) importing and exporting a Collaboration Product for commercial sale, (d) conducting Phase III-B Studies and Phase IV Studies with respect to such Collaboration Product and (e) manufacturing Collaboration Product for commercial sale (except for scale-up activities prior to First Commercial Sale, which shall be considered Development activities), including inventory build to support the launch and making manufacturing improvements after launch; in each case in accordance with the applicable Commercialization Plan. When used as a verb, Commercialize means to engage in Commercialization.

Commercialization Expenses shall mean (a) [***], (b) [***], (c) [***], (d) [***], (e) [***] (to the extent not deducted in [***]), (f) [***], (g) [***] (to the extent not included in [***]), (h) [***], and (i) other costs as mutually agreed by the Parties, all allocated to such Collaboration Product and calculated in accordance with the Collaboration Accounting Policies, consistently applied.

Commercialization Plan means the commercialization plan to be prepared and approved by the JSC from time to time and the related budget to be prepared and approved by the JSC for each Calendar Year during which it is anticipated that Commercialization activities will occur hereunder, to be updated as necessary during each Calendar Year, setting forth, among other things, a master plan for the Commercialization of Collaboration Products as well as each Partys responsibilities in connection therewith.

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Commercialization Program means the collaborative commercialization activities undertaken by the Parties with respect to Collaboration Products as set forth in Article 8.

Commercially Reasonable Efforts means, (a) with respect to the efforts to be expended by a Party to accomplish a particular objective, the good-faith and diligent efforts that such Party would normally use to accomplish a similar objective under similar circumstances, and (b) with respect to the research, development or Commercialization of a Collaboration Product, an Agensys Product or a SGI Product, such efforts as are [***], taking into account commercially relevant factors such as (as applicable) stage of development, product life, market potential and regulatory issues. Commercially Reasonable Efforts shall be determined on a [***] and [***] for a particular Collaboration Product, Agensys Product or SGI Product, and it is anticipated that the level of effort may be different for different markets, and may change over time, reflecting changes in the status of such Product and the market(s) involved. Without limiting the forgoing, Commercially Reasonable Efforts with respect to a Collaboration Product, an Agensys or a SGI Product requires that the relevant Party: (a) [***], and (b) [***].

Confidential Information has the meaning set forth in Section 14.1.

Control means, with respect to any information or intellectual property right, possession by a Party of the ability to grant the right to access or use, or to grant a license or a sublicense to, such information or intellectual property right as provided for herein without violating (a) the terms of any agreement with any Third Party or (b) any Applicable Law. In the case of an Antigen, such Antigen will be deemed to be Controlled by Agensys if Agensys Controls (in accordance with the foregoing sentence) a [***], or [***], and/or [***], at the time such Antigen is [***] a Designated Antigen under Section 3.5 of this Agreement.

Co-Promote or Co-Promotion mean use of the respective sales forces of the Parties or their Affiliates to jointly promote a Collaboration Product, where promote means the process of direct contact between the respective sales forces and persons or entities who are able to purchase or influence the purchase of such Collaboration Product in accordance with and as further defined in Schedule I and the Co-Promotion Agreement.

Co-Promotion Agreement has the meaning set forth in Schedule I.

Cost of Goods shall mean:

(a) with respect to Drug Conjugation Materials and ADC Product Candidates supplied to Agensys pursuant to the ADC Research Program:

(i) [***]; and

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(ii) [***].

(b) with respect to Unilateral Products or a component thereof supplied pursuant to Section 6.3.2 (the Goods), [***]. Direct costs will include [***]. Indirect costs identifiable to the production effort will include, [***]. Notwithstanding anything in this Agreement to the contrary, Cost of Goods will [***].

(c) with respect to Collaboration Products, [***] of such Collaboration Product, [***]. Direct costs will include [***]. Indirect costs identifiable to the production effort will include, [***]. Notwithstanding anything to the contrary, [***].

The above (a)  (c) shall only include costs incurred by either Party prior to the Effective Date to the extent such costs ([***]) [***].

Designated Antigen means each of the [***] Antigens designated as such and set forth in Schedule C in accordance with Section 3.5 of this Agreement, but excluding any Collaboration Antigen.

Designated Antigen Research Plan means the research activities, schedule and budget for each Designated Antigen under the ADC Research Program to be agreed upon by the Parties and appended to this Agreement as Schedule D after the Effective Date and revised as needed from to time by the Parties. An outline Designated Antigen Research Plan is attached hereto as Schedule A.

Development or Develop means, with respect to Collaboration Products, any and all preclinical and clinical drug development activities and manufacturing activities undertaken pursuant to the Initial Collaboration Product Plan or an Manufacturing, Preclinical and Clinical Development Plan in order develop a Collaboration Product up to and including obtaining Regulatory Approval for such Collaboration Product for an indication and to perform manufacturing scale up to enable commercial scale manufacturing prior to launch (except that inventory build shall be considered a Commercialization activity). These activities shall include preclinical research, stability testing, toxicology testing, formulation activities, reformulation activities, process development, manufacturing scale-up activities, development stage manufacturing, quality assurance/quality control development, clinical studies (including Phase III Studies, other than Phase III-B Studies) and other activities to obtain the applicable Regulatory Approvals; in each case in accordance with the applicable Initial Collaboration Product Plan or Manufacturing, Preclinical and Clinical Development Plan, as applicable. When used as a verb, Develop means to engage in Development.

Development Costs means, with respect to the Collaboration Program, the actual direct and indirect costs incurred by a Party from the Effective Date identifiable to the Collaboration Program in support of: (a) the research, development, and clinical studies required to support development and registration for a Collaboration Product; (b) the manufacture and validation of pilot and scale up lots; and (c) the application for Regulatory Approval (if any is required), including software for system operation and/or data analysis, calculated in accordance with the Collaboration

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Accounting Policies, consistently applied. The actual costs will include the direct and indirect costs of conducting research, development, and clinical activities with respect to the Collaboration Program. Direct costs will include [***]. Indirect costs identifiable to the research and development effort will include, [***] in support of the research and development process, including [***].

Development Program means the collaborative development activities undertaken by the Parties with respect to Collaboration Products as described in Article 4 and Article 5.

Direct Marketing Expenses shall mean the following costs incurred by the Parties or its Affiliates in the marketing and promotion of the Collaboration Product: (i) [***], (ii) [***], (iii) [***] and (iv) [***] or other study (including pharmacovigilence programs and outcome studies) that the JSC considers necessary or economically justifiable. For the avoidance of doubt, Direct Marketing Expenses shall [***].

DMF means (i) a Drug Master File filed with the FDA (and any foreign counterpart of a U.S. Drug Master File) and (ii) all supplements and amendments that may be filed with respect to thereto.

Drug Conjugation Materials means the compounds monomethyl Auristatin E and monomethyl Auristatin F and certain variants, derivatives, analogues and salts thereof, as well as compounds that are useful in attaching such compounds to Antibodies, in each case to the extent included in or covered by the SGI Technology. Drug Conjugation Materials shall also include Improvements to Drug Conjugation Materials and any additional cytotoxic or cytostatic compounds that are included in New Technologies and that the Parties agree to include under this Agreement pursuant to Section 10.4.2. For the avoidance of doubt, Drug Conjugation Materials do not include ADC Product Candidates.

Drug Conjugation Technology means chemical compositions and methods, including methods of manufacture, that are Controlled by SGI and that are useful to attach cytotoxins or cytostatic compounds to Antibodies, including the composition and methods of making and using cytotoxic or cytostatic compounds, as well as compositions and methods useful for attaching the foregoing cytotoxic or cytostatic compounds to Antibodies.

Effective Date means the date set forth in the first line of this Agreement.

EMEA means the European Medicines Agency and any successor agency(ies) thereto.

Events of Force Majeure has the meaning set forth in Article 19.

Exclusive Antigen means collectively, the First Exclusive Antigen, the Second Exclusive Antigen and the Third Exclusive Antigen, but specifically excluding any Collaboration Antigen.

Exclusive License has the meaning set forth in Section 10.1.2.

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FDA means the United States Food and Drug Administration, and any successor agency(ies) thereto.

FD&C Act means the United States federal Food, Drug & Cosmetic Act, as amended.

Field means the treatment and diagnosis of conditions and diseases [***]; provided that, with respect to the [***], the [***].

Financial Statement means a financial statement in a form as may be reasonably agreed upon by the Parties from time to time in accordance with the terms of this Agreement and consistent with the Collaboration Accounting Policies.

First Commercial Sale means, in each country of the Territory, the first commercial sale of a Product by a Party, its Affiliates or Sublicensees to a Third Party (other than a sublicensee) following, if required by law, Regulatory Approval and, when Regulatory Approval is not required by law, the first commercial sale in that country, in each case for use or consumption of such Product in such country by the general public. Sales for test marketing, sampling and promotional uses, clinical trial purposes or compassionate or similar use shall not be considered to constitute a First Commercial Sale.

First Exclusive Antigen means the first Designated Antigen for which Agensys obtains an Exclusive License pursuant to Section 10.1.2 of this Agreement, as set forth in Schedule C in accordance with Section 3.5 of this Agreement.

Full Time Equivalent or FTE means the equivalent of full-time work of a person, carried out by one or more employees of the Parties, who devotes a portion of his or her full time, consisting of [***], in support of any of the activities contemplated hereunder during any period of [***].

GAAP means generally accepted accounting principles in the United States or equivalent International Financial Reporting Standards outside the United States.

Good Clinical Practices or GCP means the then-current standards, practices and procedures set forth in the guidelines entitled Guidance for Industry E6 Good Clinical Practice: Consolidated Guidance, including related regulatory requirements imposed by the FDA, any successor agency and, as applicable, the equivalent thereof in jurisdictions outside the United States, as applicable.

Good Laboratory Practices or cGLP means the then-current standards for laboratory activities for pharmaceuticals, as set forth in the FD&C Act and applicable regulations and guidances promulgated thereunder, including without limitation the Code of Federal Regulations, as amended from time to time.

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Good Manufacturing Practices or cGMP means the then-current good manufacturing practices as set forth in the FD&C Act and applicable regulations and guidances promulgated thereunder, including without limitation the Code of Federal Regulations, as amended from time to time, for the manufacturing and testing of pharmaceutical materials.

Improvements means all patentable or non-patentable inventions, discoveries, or know-how developed by either Party or jointly by the Parties during the Term that utilize, incorporate, are directly derived from, or relate to, the SGI Independent Technology; provided that Improvements shall not include [***].

Information has the meaning set forth in Section 14.1.

IND means (a) an Investigational New Drug Application filed with the FDA or its equivalent in any country outside the United States where a regulatory filing is required or obtained to conduct a clinical trial; or (b) with respect to any country where a regulatory filing is not required or obtained to conduct a clinical trial, the first enrollment of a patient in the first trial involving the first use of a Product in humans.

Indemnitee has the meaning set forth in Section 18.1.1. The term Indemnitee may refer to either or both the Agensys Indemnitees and the SGI Indemnitees, as the context may indicate.

Indemnitor has the meaning set forth in Section 18.3.

Independent Patents means the Agensys Independent Patents and the SGI Independent Patents.

Independent Technology means the Agensys Independent Technology and the SGI Independent Technology.

Indirect Marketing Expenses means all indirect marketing, promotion and operational expenses incurred by the Parties or its Affiliates for Collaboration Product, which shall be [***] (the IME Percentage). Such [***] shall be adjusted by the Parties in the event that [***] or more from the IME Percentage currently being used by the Parties. Examples of Indirect Marketing Expenses included in the calculation of the IME Percentage include, but are not limited to, [***].

Initial Agreement means the Material Transfer Agreement dated as of February 9, 2004 by and between the Parties, as amended.

Initial Collaboration Antigen means that certain Antigen designated by Agensys as [***], the sequence of which is attached as Schedule F.

Initial Collaboration Product means any and all products containing an ADC comprised of an Antibody that binds specifically to the Initial Collaboration Antigen.

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Initial Collaboration Product Plan means the research activities, schedule and budget for the Initial Collaboration Product under the Development Program agreed upon by the Parties and appended to this Agreement as Schedule G and updated and revised as needed from time to time by the Parties.

Initiation means, with respect to a human clinical trial, the dosing of the first patient with a Product pursuant to the clinical protocol for the specified clinical trial.

Internal Expenses means all expenses associated with an FTE. The rate per FTE shall include, but shall not be limited to, direct labor (including fringe benefits), [***]. The Parties agree that for a [***] following the execution of this Agreement, the rate per FTE shall be [***] for each Party. Commencing upon the [***] of the Effective Date and upon [***] thereafter, the rate per FTE shall be increased by the percentage increase, if any, in the [***], All Items, as published by the [***], for the [***] prior to such anniversary date for which data is available. The initial FTE rate and any applicable annual increases shall be referred to as the FTE Fees.

IP and Trademark Costs means all costs relating to Joint Collaboration Invention Patents and Collaboration Product Trademarks.

Joint Collaboration Invention Know-How means any and all technical information, processes, formulae, data, inventions, methods, know-how and trade secrets relating to the jointly owned Collaboration Inventions.

Joint Collaboration Invention Patents means all Patents that claim jointly owned Collaboration Inventions.

Joint Collaboration Technology means the Joint Collaboration Invention Know-How and the Joint Collaboration Invention Patents.

Joint Know-How means the Joint Program Invention Know-How and the Joint Collaboration Invention Know-How.

Joint Patents means the Joint Program Invention Patents and the Joint Collaboration Invention Patents.

Joint Program Invention Know-How means any and all technical information, processes, formulae, data, inventions, methods, know-how and trade secrets relating to the jointly owned Program Inventions.

Joint Program Invention Patents has the meaning set forth in Section 15.10.1.

Joint Steering Committee has the meaning set forth in Section 4.3.1.

Lead Regulatory Party has the meaning set forth in Section 7.1.

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