AMENDMENT NO. 1 TO

COLLABORATION AGREEMENT

THIS AMENDMENT NO. 1 to Collaboration Agreement (this Amendment), effective as of July 28, 2003 (the Amendment Date), is entered into by and between Genencor International, Inc., a Delaware corporation having its principal place of business at 925 Page Mill Road, Palo Alto, CA 94304-1013 (GCOR), and Seattle Genetics, Inc., a Delaware corporation having its principal place of business at 21823 30^th Drive S.E. Bothell, WA 98021 (SGI).

RECITALS

WHEREAS, GCOR and SGI entered into that certain Collaboration Agreement dated as of January 4, 2002 (the Agreement) and, pursuant to the Agreement, have conducted research activities regarding SGIs ADEPT platform and lead ADEPT molecule, SGN-17/19, and GCORs TEPT and i-mune technologies.

WHEREAS, the parties now wish to amend the Agreement to, among other things, (a) provide for an extension of the term of the Agreement in consideration for a payment by GCOR of an extension fee, (b) allow each party to develop and commercialize Products in the Field independently from the Collaboration, (c) following termination or expiration of the Agreement, allow each Party to develop and commercialize on its own any non-Collaboration Products that were originated by such Party during the term of the Agreement and (d) provide that SGN-17/19 shall no longer be a Collaboration Product.

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the parties amend the Agreement and otherwise agree as follows:

1. Definitions and Cross References. Unless specified herein, each capitalized term shall have the meaning assigned to it in the Agreement and each reference to a Section or Article shall refer to the corresponding Section or Article in the Agreement.

1.1 The following definitions shall replace and or supplement the current definitions in Section 1 of the Agreement:

[***] means the [***], as amended on [***] and [***].

Collaboration means all research, development, manufacture and commercialization activities conducted by or on behalf of the Parties relating specifically to a Collaboration Product according to the terms of this Agreement.

Collaboration Product means any Product that the parties mutually agree in writing to co-develop pursuant to this Agreement.

[***] Confidential treatment requested.

Cost of Goods means with respect to material supplied by one Party to the other hereunder: (i) if manufactured by a Third Party for the supplying Party, the supplying Partys [***]; and (ii) if manufactured by the supplying Party or its Affiliates, [***].

Development Decision with respect to a Product means the earlier of (a) initiation of an [***] for such Product or (b) the [***] for such Product.

Development Program means any activities conducted by or on behalf of the Parties with respect to a Collaboration Product pursuant to a Development Decision.

Effective Date means January 4, 2002.

Extension Fee has the meaning set forth in Section 4.2(e) of the Agreement.

FTE Fees has the meaning set forth in Section 7.6 of the Agreement.

GCOR Background Know-How means all Information and Inventions in the Control of GCOR as of the Effective Date or at any time during the Term that [***] are deemed necessary or reasonably useful for the Collaboration or for the exercise of the GCOR Background Patents, including without limitation all Information and Inventions relating to [***], but excluding: (a) any [***]; and (b) any [***].

GCOR Background Patents means: (a) all Patents listed in Exhibit E to the Agreement; and (b) any other Patents in the Control of GCOR during the Term that are necessary or reasonably useful for the Collaboration or for the practice of the GCOR Background Know-How, but excluding: (a) any [***]; (b) any [***]; (c) any [***] and (d) any [***].

GCOR Patents means GCOR Background Patents, GCOR TEPT Patents and GCOR i-mune Patents.

GCOR i-mune Inventions means any Information and Inventions made prior to or during the Term solely by SGI employees, solely by GCOR employees or jointly by SGI employees and GCOR employees that relate to the use of or compositions of matter arising from use of i-mune.

GCOR i-mune Patents means any Patents that cover GCOR i-mune Inventions.

GCOR i-mune Technology means GCOR i-mune Patents and GCOR i-mune Inventions.

GCOR TE Patents means (a) all Patents listed in Exhibit D to this Agreement; and (b) any other Patents in the Control of GCOR at any time during the Term that relate to TE.

[***] Confidential treatment requested.

-2-

GCOR Technology means GCOR Background Technology, GCOR TEPT Technology and GCOR i-mune Technology

Generic Product shall mean, on a country-by-country basis, a Product: (i) the manufacture, use or sale of which is not covered by a Valid Claim in such country, and (ii) that is also marketed by an unlicensed Third Party or Parties in such country, which Third Party or Parties have, in the aggregate, at least [***]% of the [***] of sales of such Product in any Calendar Quarter in such country, as measured by [***].

i-mune means methods useful or necessary for determining and engineering T-cell epitope(s) in a protein, peptide, antibody or fragment of any of these.

[***] Product has the meaning set forth in Section 7.6 of the Agreement.

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