CONTRACT MANUFACTURING AGREEMENT



        This CONTRACT MANUFACTURING AGREEMENT (the "Agreement") is entered into

as of January 3, 2003 (the "Effective Date"), by and between ICOS Corporation

("ICOS"), a corporation organized and existing under the laws of the State of

Delaware and having its principal place of business at 22021 20/th/ Avenue S E,

Bothell, WA 98021 USA and Seattle Genetics, Inc. ("SGI"), a corporation

organized and existing under the laws of the State of Delaware and having its

principal place of business at 21823 30th Drive S.E., Bothell, WA 98021.



                                    RECITALS



         WHEREAS, ICOS is in the business of manufacturing and testing

pharmaceutical products; and



         WHEREAS, SGI is the proprietor of a certain DNA known as SGN-30

encoding a monoclonal antibody also known as SGN-30; and



         WHEREAS, ICOS has expertise in the development, evaluation and

production of monoclonal antibodies for therapeutic use using cell lines; and



         WHEREAS, subject to the terms and conditions set forth in this

Agreement, SGI wishes to have ICOS manufacture for SGI a pre-commercial

pharmaceutical Product (hereinafter defined); and



         WHEREAS, subject to the terms and conditions set forth in this

Agreement, ICOS wishes to manufacture Product for SGI.



         NOW, THEREFORE, the parties hereto, intending to be legally bound,

hereby agree as follows:



1.       Definitions



         For purposes of this Agreement, the following terms will have the

meanings set forth below:



         1.1 "Affiliates" means, with respect to any Person, another Person

that, directly or indirectly, controls, is controlled by or is under common

control with such Person. The term "control" means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and

policies of a Person, whether through the ownership of voting securities, by

contract or otherwise. The direct or indirect ownership of at least fifty

percent (50%) or, if smaller, the maximum allowed by applicable law, of the

voting securities of a business entity or of an interest in the assets, profits

or earnings of a Person shall be deemed to constitute "control" of the Person.



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         1.2  "Applicable Laws" means all ordinances, rules and regulations of

any kind whatsoever of any governmental or regulatory authority, including,

without limitation, the FDCA, that are applicable with respect to the context in

which the term is used.



         1.3  "Audit" means a [***] audit pursuant to which SGI or their

appointed representatives (such representatives to be reasonably acceptable to

ICOS) may (a) review the processes, procedures and documents of ICOS that are

used or maintained by ICOS to provide the Services, (b) assess of ICOS'

compliance with cGMP, Applicable Laws and quality assurance standards associated

with performing the Services, and (c) discuss any related issues with ICOS'

personnel and management involved in performing the Services.



         1.4  "Calendar Quarter" means the three-month period ending on March

31, June 30, September 30 or December 31. The initial Calendar Quarter will be

deemed to begin on the Effective Date and end on the first to occur of March 31,

June 30, September 30 or December 31 of such same year.



         1.5  "Calendar Year" means the twelve (12) month period ending on

December 31. The initial Calendar Year will be deemed to begin on the Effective

Date and end on December 31 of such same year.



         1.6  "Cell Line" means a [***] known as [***], which has been [***]

with a [***] containing certain SGI Materials as described in Appendix B, and

will be used to provide the Services herein. Any cell bank provided containing

the transfected cell line will always be subject to the license granted under

Appendix G herein.



         1.7  "cGMP" means Good Manufacturing Practices and General Biologics

Products Standards as promulgated under the FDCA.



         1.8  "Damages" means any and all [***] costs, losses, claims, actions,

liabilities, fines, penalties, costs and expenses, court costs, and [***] fees

and disbursements of counsel, consultants and expert witnesses incurred by a

party hereto (including interest which may be imposed in connection therewith).



         1.9  "FDA" means the United States Food and Drug Administration, any

comparable agency in any Foreign Jurisdiction, and any successor agency or

entity to any of the foregoing that may be established hereafter.



         1.10 "FDCA" means the Federal Food, Drug and Cosmetic Act (21 U.S.C.

(S).301 et seq.).



         1.11 "Foreign Jurisdiction" means any jurisdiction, not governed by the

United States or any political subdivision thereof, as agreed upon by the

parties.



         1.12 "ICOS Know-How" means unpatented and/or unpatentable technical

information, including ideas, concepts, inventions, discoveries, data, designs,

formulas, specifications, procedures for experiments and tests and other

protocols, results of experimentation and testing, fermentation and purification

techniques, and assay protocols owned by ICOS as of the Effective



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Date which may be necessary for the performance of the Services. All ICOS

Know-How shall be Confidential Information of ICOS.



         1.13 "ICOS Patent Rights" mean the patent applications and patents

listed on Exhibit A to Appendix G hereto and all divisions, continuations,

continuations-in-part, and substitutions thereof; all foreign patent

applications corresponding to the preceding applications; and all U.S. and

foreign patents issuing on any of the preceding applications, including

extensions, reissues, and re-examinations.



         1.14 "IND" means an Investigation New Drug application or any

comparable application required by a Foreign Jurisdiction filed for the Product

by SGI with the FDA and all subsequent submissions, supplements or amendments

related thereto.



         1.15 "Manufacturing Specifications" means the specifications for

manufacturing the Product. Prior to the initiation of the first cGMP

manufacturing run, an Appendix C-1 signed by both parties setting forth the

initial Manufacturing Specifications shall be appended to this Agreement and

shall contain at a minimum a collection of documents containing certain

specifications, procedures, assay methods (QC Release Tests), personnel contacts

and any other information as may be needed and agreed by the parties relating to

the manufacture of Product by ICOS for SGI. This Appendix C-1 shall also contain

a statement to be agreed and acknowledged by ICOS and SGI that SGI adopts the

initial Manufacturing Specifications as its own specification in conformance

with Clause 6.7 herein. Any changes or additions to the Manufacturing

Specifications shall be made by the written agreement of ICOS and SGI.



         1.16 "NDA" means New Drug Application or any comparable application

required by a Foreign Jurisdiction filed for the Product by SGI with the FDA and

all subsequent submissions, supplements or amendments related thereto.



         1.17 "Person" means a natural person, a corporation, a partnership, a

trust, a joint venture, a limited liability company, any governmental authority

or any other entity or organization.



         1.18 "Price" means the price specified in Appendix E for the

Services.



         1.19 "Process" means the process for the production of the Product from

the Cell Line using the Manufacturing Specifications, including any improvements

thereto from time to time made as a result of the Services.



         1.20 "Product" means a monoclonal antibody derived from the Cell Line

manufactured by ICOS utilizing the Process, and incorporating technology

licensed to SGI from ICOS pursuant to the license agreement previously entered

into by the parties in the form set forth in Appendix G.



         1.21 "Product Specifications" means the product specifications listed

under the column "Acceptance Criteria" as listed in Appendix C.



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         1.22 "Services" means all or any part of the services to be provided by

ICOS (or any permitted subcontractor) for the benefit of SGI pursuant to this

Agreement as further described in Appendix A.



         1.23 "SGI Patent Rights" means all patents and patent applications of

any kind throughout the world relating to the Process which from time to time

SGI is the owner of or is entitled to use.



         1.24 "SGI Information" means all confidential and proprietary technical

information not in the public domain relating to the Cell Line, the Process and

the Product, from time to time supplied by SGI to ICOS, or arranged by SGI to be

supplied by a third party (such as a prior manufacturer) to ICOS.



         1.25 "SGI Materials" means the Materials supplied by SGI to ICOS (if

any) and identified as such by Appendix B hereto.



         1.26 "SGI Technology" means the SGI Patent Rights and SGI Information

necessary to manufacture the Product.



         1.27 "SGI Tests" means the tests to be carried out on the Product

immediately following receipt of the Product by SGI, particulars of which are

set out in Appendix C.



         1.28 "Terms of Payment" means the terms of payment specified in

Section 5 and Appendix E.



         1.29 "Testing Laboratories" means any third party instructed by ICOS to

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