ZymoGenetics (ZGEN)

[RECITALS

A. The Company and Executive previously entered into the Original Agreement (as defined below) detailing compensation and benefit arrangements for Executive in the event of termination of Executive’s employment by the Company under certain circumstances.

B. The Company and Executive desire to update the terms of Executive’s employment.]

[Accordingly, in/In] consideration of the promises and mutual covenants contained herein, the Company and Executive agree as follows:

RECITALS

A. Each party has an interest in the Development of potential therapies for human diseases.

B. ZG LLC has certain rights to the Type-3 Interferon Family, and the Type-3 Interferon Family has potential therapeutic value.

C. By combining their substantial experience and expertise, the parties wish, for their exclusive and mutual benefit, to work collaboratively to expedite the Development, Regulatory Approval and Commercialization of Licensed Products.

D. Each party wishes to grant to the other party certain licenses under its intellectual property rights to permit the other party to Develop, Manufacture and Commercialize Licensed Products as set forth herein.

RECITALS

A. Each party has an interest in the development of potential therapies for human diseases.

B. ZGEN has certain rights to the Genes and the Genes have potential therapeutic value.

C. ZGEN and Merck Serono are parties to the Original Agreement pursuant to which ZGEN granted Merck Serono, and Merck Serono received, the right, on the terms set forth therein:

(i) to evaluate the therapeutic value of proteins expressed by the Genes by performing research in pursuit of a Medical Hypothesis;

(ii) to perform research relating to a Gene for which a Medical Hypothesis is formed to gather information to support the designation of a Lead or Target related to the Gene, which research may be conducted in collaboration with ZGEN or by Merck Serono on its own; and

(iii) to acquire rights for the development and commercialization of a Lead or Target for which Merck Serono performed research.

D. ZGEN and Merck Serono wish to amend and restate the Original Agreement upon the terms and conditions set forth herein.

[RECITALS

A. The Company and Executive previously entered into the Original Agreement (as defined below) detailing compensation and benefit arrangements for Executive in the event of termination of Executive’s employment by the Company under certain circumstances.

B. The Company and Executive desire to update the terms of Executive’s employment.]

[Accordingly, in/In] consideration of the promises and mutual covenants contained herein, the Company and Executive agree as follows:

RECITALS:

A. Pursuant to a Lease dated as of September 19, 2003 (the “Lease”), between Landlord and Tenant, Tenant is leasing from Landlord certain premises (the “Premises”) situated on the 2nd floor of the building (the “Building”) currently known as the 1144 Eastlake Building, located at 1144 Eastlake Ave. East, Seattle WA.

B. Pursuant to a Sublease in the form attached to this Agreement as Exhibit A (the “Sublease”), Tenant has agreed to sublease to Subtenant a portion of the Premises, as more particularly described in the Sublease.

C. Pursuant to the terms of the Lease, Tenant must obtain the prior written consent of Landlord to any sublease of all or any portion of the Premises. Landlord is prepared to consent to the Sublease on the terms and conditions of this Agreement.

RECITALS

A. Each party has an interest in the development of potential therapies for human diseases.

B. ZGEN has certain rights to the Genes and the Genes have potential therapeutic value.

C. ZGEN wishes to grant Serono, and Serono wishes to receive, the right, on the terms set forth herein:

(i) to evaluate the therapeutic value of proteins expressed by the Genes by performing research in pursuit of a Medical Hypothesis;

(ii) to perform research relating to a Gene for which a Medical Hypothesis is formed to gather information to support the designation of a Lead or Target related to the Gene, which research may be conducted in collaboration with ZGEN or by Serono on its own; and

(iii) to acquire rights for the development and commercialization of a Lead or Target for which Serono performed research.