COLLABORATION AGREEMENT

This Agreement is entered into as of June18, 2004 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:

CURAGEN CORPORATION, a Delaware corporation, having its principal place of business at 555 Long Wharf Avenue, New Haven, CT 06511

(hereinafter referred to as Licensee).

WITNESSETH

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

WHEREAS, Licensee 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 ADCs (as such term is defined below) to, and conducted initial characterization work regarding, the First Exclusive Antigen (as such term is defined below) pursuant to the terms and subject to the conditions of the Initial Agreements (as such term is defined below);

WHEREAS, Licensee wishes to obtain an exclusive worldwide license under certain of SGIs patent rights and know-how related to SGIs proprietary cytotoxin and linker technology to the First Exclusive Antigen for use in conjunction with Licensees antibodies on the terms set forth below and Licensee wishes to acquire from SGI an exclusive option to obtain an exclusive worldwide license under SGIs patent rights and know-how related to SGIs proprietary cytotoxin and linker technology to a Second Exclusive Antigen for use in conjunction with Licensees antibodies; and

WHEREAS, SGI wishes to grant to Licensee such license and option and to allow Licensee to evaluate SGIs cytotoxin and linker technology for use with certain of Licensees antigens and antibodies.

CONFIDENTIAL

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

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

1.1.1 AAA has the meaning set forth in Section 19.3.4.

1.1.2 ADC or Antibody-Drug Conjugate means an Antibody [***] or [***] and that contains, uses or is made using SGI Technology.

1.1.3 ADC Access Fee has the meaning set forth in Section 6.1.1.

1.1.4 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 herein, 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.

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

1.1.6 Schedule A - Research Plan.

1.1.7 Schedule B - SGI Patents.

1.1.8 Schedule C - SGI In-Licenses.

1.1.9 Schedule D - Designated Antigens and Exclusive Antigens.

1.1.10 Antibody or Antibodies means any antibody, or [***], that binds to an Antigen.

1.1.11 Antigen means any [***], that is Controlled by Licensee.

1.1.12 [***] means [***] having a GenBank accession number of [***].

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

1.1.14 Breaching Party has the meaning set forth in Section 13.3.

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

1.1.16 Change in Control has the meaning set forth in Article 16.

1.1.17 Claims has the meaning set forth in Section 14.1.1.

[***] Confidential treatment has been requested with respect to the omitted portions.

1.1.18 Combination Product means any Licensed Product that contains, in addition to an ADC, one or more other ingredients that (a) are not covered by SGI Technology, and (b) [***].

1.1.19 Confidential Information has the meaning set forth in Section 8.1.

1.1.20 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 the terms of any agreement or other arrangement with any Third Party. [***].

1.1.21 Cost of Goods shall mean with respect to Drug Conjugate Materials supplied to Licensee (a) for manufacturing activities performed by Third Parties, [***], as well as [***], including without limitation [***]; and (b) for manufacturing activities performed by SGI or its Affiliates, the [***].

1.1.22 Designated Antigen means the [***] Antigens targeted by the ADCs prepared by SGI and designated as such in accordance with Section 2.5 of this Agreement.

1.1.23 [***] means the [***] that may be [***] pursuant to [***] of this Agreement.

1.1.24 Drug Conjugation Materials means the compound [***] and [***] and [***] thereof, including [***], as well as compounds that are useful in attaching such compounds to [***], 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 3.7.2.

1.1.25 Drug Conjugation Technology means chemical compositions and methods 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.

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

1.1.27 Events of Force Majeure has the meaning set forth in Article 15.

1.1.28 Exclusive Antigen means collectively, the First Exclusive Antigen, the Second Exclusive Antigen and any Replacement Antigen.

1.1.29 Exclusive License has the meaning set forth in Section 3.2.

1.1.30 Exclusive License Maintenance Fee has the meaning set forth in Section 6.2.

[***] Confidential treatment has been requested with respect to the omitted portions.

1.1.31 Existing Third Party Royalties has the meaning set forth in Section 6.5.1.

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

1.1.33 FDA means the United States Food and Drug Administration, and any successor agency thereto.

1.1.34 Field means the [***]; provided, that, with respect to use of the [***], the Field shall be limited to [***].

1.1.35 First Commercial Sale means, in each country of the Territory, the first commercial sale of a Licensed Product by Licensee, its Affiliates or Sublicensees to a Third Party 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 Licensed 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.

1.1.36 First Exclusive Antigen means [***] having a [***].

1.1.37 FTE Fees has the meaning set forth in Section 6.1.2.

1.1.38 GAAP means generally accepted accounting principles in the United States.

1.1.39 Good Laboratory Practices 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.

1.1.40 Improvements means all patentable or non-patentable inventions, discoveries, or other know-how developed and Controlled by either Party during the Term that utilize, incorporate, are derived from, or are made using, the SGI Technology; provided that Improvements shall not include any [***] or any of the foregoing developed by SGI that, within a reasonable time period after such inventions, discoveries or know-how are made or identified, [***], which instead shall be included in [***].

1.1.41 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 Licensed Product in humans.

1.1.42 Indemnitee has the meaning set forth in Section 14.2.

1.1.43 Indemnitor has the meaning set forth in Section 14.2.

[***] Confidential treatment has been requested with respect to the omitted portions.

1.1.44 Initial Agreements means (a) the [***] by and between the Parties and (b) the [***] by and between the Parties.

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

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