exv10w1






Exhibit 10.1




Employment Agreement




          This Employment Agreement (the “Agreement”) is entered into by and between Scott C.
Stromatt, M.D. (the “Executive”) and Trubion Pharmaceuticals, Inc., a Delaware corporation (the
“Company”) as of March 10, 2009 (the “Effective Date”).



          1. Duties and Scope of Employment. For the term of this Agreement (“Employment”), the Company
agrees to employ the Executive in the position of Senior Vice President and Chief Medical Officer.
The Executive shall report directly to the Company’s Chief Executive Officer. The Executive shall
have such duties, authority and responsibilities that are commensurate with his being a senior
executive officer of the Company. During his Employment, the Executive shall devote substantially
his full business efforts and time to the Company and, so long as such activities do not interfere
with the performance of his responsibilities to the Company under this Agreement, the Executive may
engage in civic and charitable activities and serve on the boards of directors (or managers or
trustees) of civic or charitable organizations and, subject to the consent of the Board, may serve
on the board of directors of corporations or other businesses. The Executive’s primary work place
shall be at the Company’s corporate headquarters in Seattle, Washington.



          2. Cash and Incentive ompensation.



               (a) Salary. The Company shall pay the Executive as compensation for his services a base
salary at a gross annual rate of not less than $315,000.00. Such salary shall be payable in
accordance with the Company’s standard payroll procedures. The annual compensation specified in
this Section 2(a), together with any increases in such compensation that the Company may grant from
time to time, is referred to in this Agreement as “Base Compensation.”



               (b) Incentive Bonuses. The Executive shall be eligible to receive an annual fiscal year
incentive bonus that the Board or Compensation Committee of the Board (the “Committee”) shall
determine and award in its discretion. Such incentive bonus shall be awarded based upon the
achievement of specific milestones that will be determined by the Board and/or the Committee and
confirmed to the Executive no later than ninety (90) days after the start of each fiscal year.
Payment for each year’s bonus actually earned shall be made to the Executive no later than the
fifteenth day of the third month after the later of the end of the calendar year or the Company’s
taxable year in which the bonus payment is no longer subject to a substantial risk of forfeiture
for purposes of Section 409A of the Internal Revenue Code, as amended (“Section 409A”).



               (c) Equity Terms. During the Executive’s Employment, at the discretion of the Committee, the
Executive shall be entitled to participate in the Company’s equity compensation plans, as in effect
from time to time, and the Executive shall be eligible to receive grants of Company equity
(“Compensatory Equity”), as determined by Committee, in its discretion from time to time.



 









 





               (d) Employee Benefits. During the Executive’s Employment, the Executive will be entitled to
participate in the employee benefit plans of general applicability to other employees of the
Company, as in effect from time to time, including, without limitation, the Company’s group
medical, dental, vision, disability, life insurance, director and officer liability insurance and
flexible-spending account plans. The Company reserves the right to cancel or change the benefit
plans and programs it offers to its employees at any time.



               (e) Service Definition. For purposes of Section 3(b) of this Agreement, “Service” shall mean
service by the Executive as an employee, director and/or consultant of the Company (or any
subsidiary or parent or affiliated entity of the Company).



          3. Vacation and Indemnification.




               (a) Vacation. The Executive will be eligible for paid vacation in accordance with the
Company’s vacation policy. Under the Company’s current vacation policy, the Executive is eligible
for three (3) weeks per year of paid vacation and would become eligible for four (4) weeks per year
of paid vacation commencing on the third anniversary of the Executive’s employment with the
Company.



               (b) Indemnification. The Company shall indemnify the Executive to the maximum extent
permitted by applicable law and the Company’s bylaws with respect to the Executive’s Service.
During the Executive’s Employment, the Company shall maintain directors’ and officers’ liability
insurance for the Executive’s benefit on terms and conditions no less favorable than the terms and
conditions generally applicable to the Company’s other senior executives. The Company’s
obligations under this Section 3(b) shall survive termination of the Executive’s Service and also
termination or expiration of this Agreement.



          4. Business Expenses. During his Employment, the Executive shall be authorized to incur
necessary and reasonable travel, entertainment and other business expenses in connection with his
duties hereunder. The Company shall promptly reimburse the Executive for such expenses upon
presentation of appropriate supporting documentation, all in accordance with the Company’s
generally applicable policies.



          5. Term of Employment.



               (a) Employment-at-Will. The Company and the Executive hereby acknowledge that the Executive’s
Employment is at-will. The Company may terminate the Executive’s Employment with or without Cause,
by giving the Executive thirty (30) days’ advance notice in writing. The Executive may terminate
his Employment by giving the Company thirty (30) days’ advance notice in writing. The Executive’s
Employment shall terminate automatically in the event of his death.



               (b) Rights Upon Termination. Upon the termination of the Executive’s Employment for any
reason (including death or Disability (as defined below)), the Executive shall be entitled to the
compensation, benefits and reimbursements described in this Agreement through the effective date of
the termination (the “Termination Date”), and the
Company shall make the following payments to the Executive (or his beneficiary) on his



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Termination Date: (i) all unpaid salary and unpaid vacation accrued through the Termination Date,
(ii) any accrued, unpaid bonuses for any fiscal year of the Company ended prior to the Termination
Date and (iii) any unreimbursed business expenses. The Executive may also be eligible for other
post-Employment payments and benefits as provided in this Agreement or pursuant to other agreements
or plans with the Company. Upon the Termination Date, the Executive shall have no further rights
to receive compensation or benefits from the Company except as set forth in Section 6 and pursuant
to the terms of any benefit plans (including without limitation any equity compensation plans) of
the Company in which the Executive is a participant.



          6. Termination Benefits.




               (a) Severance Pay. If there is an Involuntary Termination (as defined below) of the
Executive’s Employment, then subject to the Executive’s execution, delivery and non-revocation of a
Release (defined below) within the time period described below, following the Executive’s
“separation from service” within the meaning of Section 409A, the Company shall pay the Executive a
single lump sum of cash in an amount equal to the sum of twelve (12) months of the Executive’s then
annual Base Compensation (not giving effect to any reduction in Base Compensation made in
connection with such Involuntary Termination or giving rise to Good Reason). The cash lump sum
amount payable under this Section 6(a) shall be made to the Executive on the first payroll date in
the month following the month containing the Release Deadline. The Executive shall also receive
the benefits provided in Sections 6(b) and 6(c), and all such payments and benefits shall not be
subject to mitigation or offset (except as specified in Section 6(b)). In order to be entitled to
receive the severance described in this Section 6(a) (including the benefits provided in Sections
6(b), 6(c) and, if applicable, 6(d)), the Executive must execute, deliver and not revoke the
Release within forty-five (45) calendar days following the Executive’s separation from service (the
date that is forty-five (45) calendar days following the Executive’s separation from service is the
“Release Deadline”). The Company shall furnish the Release to the Executive on the date of his
Involuntary Termination. The “Release” shall be a general release of all litigation and other
claims by the Executive and on Executive’s behalf in a form satisfactory to the Company.
Notwithstanding the foregoing, if the Executive’s Involuntary Termination occurs in 2008, an amount
of the severance pay otherwise payable under this Section 6(a) in a lump sum equal to the amount
that would have been payable under the Prior Agreement (had it been in effect on the date of such
Involuntary Termination) shall instead be paid in twelve (12) equal monthly installments commencing
on the first payroll date in the month following the month containing the Release Deadline.



               (b) Health Insurance. If the Executive is entitled to receive the severance payment in
Section 6(a), and if the Executive elects to continue his (and his dependents’) health insurance
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then the
Company shall pay up to twelve (12) months of the Executive’s monthly premium under COBRA, provided
that the Company’s obligation to pay the monthly premium shall cease at such time as the Executive
commences receiving substantially equivalent health insurance coverage in connection with new
employment and that the Company may require that the Executive substantiate his COBRA coverage.



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               (c) Equity Vesting. If the Executive is entitled to receive the payments in Section 6(a),
then the time-based vesting restrictions shall immediately lapse on an additional number of shares
of Company common stock under all of the Executive’s outstanding Compensatory Equity that is equal
to the number of shares that would have time-vested if the Executive had continued in employment
for twelve (12) additional months following the Termination Date. In addition, the Executive shall
have three (3) months following the Termination Date to exercise any of his outstanding
Compensatory Equity (subject to the original term duration of each equity grant).



               (d) Effect of Change in Control. If there is an Involuntary Termination of the Executive’s
Employment (i) within the period beginning three (3) months before and ending twelve (12) months
after a Change in Control (as defined below) or (ii) more than three (3) months prior to a Change
in Control but in connection with a Change in Control (each, a “Qualifying Change in Control
Termination”), then the vesting restrictions shall immediately lapse on all of the Executive’s
Compensatory Equity provided that the Executive executes, delivers, and does not revoke the
Release as described in Section 6(a). In addition, in the event of a Qualifying Change in Control
Termination, the Executive will be entitled to all benefits described in Sections 6(a) and 6(b) of
this Agreement subject to the same terms and conditions and payment dates described above, except
that (x) the cash payment amount under Section 6(a) shall be an amount equal to the sum of fifteen
(15) months of the Executive’s then annual Base Compensation (not giving effect to any reduction in
Base Compensation made in connection with such Involuntary Termination or giving rise to Good
Reason) and (y) the Company’s payment of monthly COBRA premiums under Section 6(b) shall be for up
to fifteen (15) months. For purposes of the preceding sentence, an Involuntary Termination shall
be deemed to be in connection with a Change in Control if such termination (i) is required by the
merger agreement, purchase agreement or other instrument relating to such Change in Control or (ii)
is made at the express request of the other party (or parties) to the transaction constituting such
Change in Control.



               (e) Parachute Payments. In the event that the payments and benefits provided for in this
Agreement and the payments and/or benefits provided to, or for the benefit of, the Executive under
any other Company plan or agreement (such payments or benefits are hereinafter collectively
referred to as the “Benefits”) (i) constitute “parachute payments” within the meaning of Section
280G of the Internal Revenue Code and (ii) but for this Section 6(e), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the
Benefits shall either be:




               (i) delivered in full, or




               (ii) delivered as to such lesser extent which would result in no portion of
such Benefits being subject to the Excise Tax (such reduced amount is hereinafter
referred to as the “Limited Amount”),


whichever of the foregoing amounts, taking into account the applicable federal, state and local
income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of
the greatest amount of Benefits, notwithstanding that all or some portion of such Benefits may be


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subject to the Excise Tax. If applicable, in order to effectuate the Limited Amount, the Company
shall first reduce those Benefits which are payable in cash and then reduce non-cash payments, in
each case in reverse order beginning with Benefits which are to be paid the farthest in time from
the date of determination that the Benefits will be limited by (e)(ii) above. Any calculations and
determinations required under this Section 6(e) shall be made in writing by the Company’s
independent auditor (the “Accountant”) whose determination shall be conclusive and binding. The
Executive and the Company shall furnish the Accountant such documentation as the Accountant may
reasonably request in order to make a determination. The Company shall pay for all costs that the
Accountant may reasonably incur in connection with performing any calculations contemplated by this
Section 6(e).




               (f) “Change in Control” Definition. For purposes of this Agreement, “Change in Control” shall
mean the occurrence of any of the following events:




          (i) the consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, if the Company’s stockholders
immediately prior to such merger, consolidation or reorganization cease to directly
or indirectly own immediately after such merger, consolidation or reorganization at
least a majority of the combined voting power of the continuing or surviving
entity’s securities outstanding immediately after such merger, consolidation or
other reorganization;




          (ii) the consummation of the sale, transfer or other disposition of all or
substantially all of the Company’s assets (other than (1) to a corporation or other
entity of which at least a majority of its combined voting power is owned directly
or indirectly by the Company, (2) to a corporation or other entity owned directly or
indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of the common stock of the Company or (3) to a continuing or
surviving entity described in subsection (i) in connection with a merger,
consolidation or corporate reorganization which does not result in a Change in
Control under subsection (i));




          (iii) a change in the composition of the Board, as a result of which fewer than
one-half of the incumbent directors are directors who either (1) had been directors
of the Company on the date twenty-four (24) months prior to the date of the event
that may constitute a Change in Control (the “original directors”) or (2) were
elected, or nominated for election, to the Board with the affirmative votes of at
least a majority of the aggregate of the original directors who were still in office
at the time of the election or nomination and the directors whose election or
nomination was previously so approved;




          (iv) the consummation of any transaction as a result of which any person
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing at least
thirty-five percent (35%) of the total voting power represented by the Company’s
then outstanding voting securities. For purposes of this subsection, the
term “person” shall have the same meaning as when used in sections 13(d)



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and
14(d) of the Exchange Act but shall exclude:




          (1) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or an affiliate of the Company;




          (2) a corporation or other entity owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their
ownership of the common stock of the Company;




          (3) the Company; and




          (4) a corporation or other entity of which at least a majority of its
combined voting power is owned directly or indirectly by the Company; or




          (v) a complete winding up, liquidation or dissolution of the Company.



          For purposes of this Section 6(f), a transaction shall not constitute a Change in Control if
its sole purpose is to change the state of the Company’s incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transactions.



               (g) “Cause” Definition. For all purposes under this Agreement, “Cause” shall mean any of the
following committed by the Executive:




          (i) Willful failure to follow the reasonable and lawful directions of the
Board;




          (ii) Conviction of a felony (or a plea of guilty or nolo contendere by the
Executive to a felony) that materially harms the Company;




          (iii) Acts of fraud, dishonesty or misappropriation committed by the Executive;




          (iv) Willful misconduct by the Executive in the performance of the Executive’s
material duties required by this Agreement; or




          (v) A material breach of this Agreement.



          The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause”
for the termination of the Executive’s Employment by the Company. With respect to the acts or
omissions set forth in clauses (i), (iii), (iv) and (v) above, (x) the Board shall provide the
Executive with thirty (30) days’ advance written notice detailing the basis for the termination of
Employment for Cause, (y) during the 30-day period after the Executive has received such notice,
the Executive shall have an opportunity to cure such alleged Cause events and to present
his case to the full Board (with the assistance of his own counsel) before any termination for
Cause is finalized by a vote of a majority of the Board and (z) the Executive shall continue to



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receive the compensation and benefits provided by this Agreement during the 30-day cure period. In
addition, no act or failure to act of the Executive shall be willful or intentional if performed in
good faith with the reasonable belief that the action or inaction was in the best interest of the
Company.



               (h) “Involuntary Termination” Definition. For all purposes under this Agreement, “Involuntary
Termination” shall mean any of the following: (i) termination of the Executive’s Employment by the
Company without Cause or (ii) the Executive’s resignation of Employment for Good Reason.



               (i) “Good Reason” Definition. For all purposes under this Agreement, “Good Reason” shall mean
any of the following that occurs without the Executive’s prior written consent: (i) a material
diminution in Executive’s authority, duties, or responsibilities, (ii) a material diminution in the
Executive’s Base Compensation, other than any such reduction which is a part of, and generally
consistent with, a general reduction of officer or employee salaries, (iii) any material breach by
the Company of any material provision of this Agreement, or (iv) a refusal by the Executive,
following a request by the Company, to relocate to a facility or location more than forty (40)
miles from the Company’s current location; provided, that (A) the Executive provides notice to the
Company of the existence of the applicable condition described in this Section 6(i) within 90 days
of the initial existence of the condition and the Company fails to remedy the condition within 30
days thereafter and (B) within the sixty (60) day period immediately following such failure
to remedy, the Executive elects to terminate his employment for Good Reason; provided,
however, that none of the foregoing shall constitute Good Reason to the extent that the
Executive has agreed in writing to such material change, reduction, breach or refusal.



               (j) “Disability” Definition. For all purposes under this Agreement, “Disability” shall mean
the Executive’s incapacity due to physical or mental illness to perform his full-time duties with
the Company for a continuous period of three months or an aggregate of six (6) months in any
eighteen (18) month period.



          7. Non-Solicitation, Non-Compete and Non-Disparagement.




               (a) Non-Solicitation. During the period commencing on the date of this Agreement and
continuing until the first anniversary of the Termination Date, the Executive shall not directly or
indirectly, personally or through others, solicit, recruit, or attempt to solicit or recruit any
employee, agent, licensor, content provider, supplier, distributor, customer or partner of the
Company to curtail, cancel or terminate such employment, agency or business relationship that it
has with the Company or its affiliates.



               (b) Non-Compete. During the period commencing on the date of this Agreement and continuing
until the first anniversary of the Termination Date, the Executive shall not directly or
indirectly, personally or through others, own, manage, operate, control, participate in, perform
services for, make any investment in, assist, or otherwise carry on, the Company
business or any business that directly competes with the Company business (other than in the
course of performing duties to Company or any of its affiliates as an employee or other service
provider). Notwithstanding the foregoing, nothing contained in this Section 7(b) shall



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limit or
otherwise affect the ability of the Executive to own not more than 1.0% of the outstanding capital
stock of any entity that is engaged in a business competitive with Company, provided that such
investment is a passive investment and the Executive is not directly or indirectly involved in the
management or operation of such business or otherwise providing consulting services to such
business.



               (c) Confidential Information. Except as required in the good faith opinion of the Executive
in connection with the performance of the Executive’s duties hereunder or as specifically set forth
in this Section 7(e), the Executive shall, in perpetuity, maintain in confidence and shall not
directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or
the benefit of any person, firm, corporation or other entity any confidential or proprietary
information or trade secrets of or relating to the Company, including, without limitation,
information with respect to the Company’s operations, processes, products, inventions, business
practices, finances, principals, vendors, suppliers, customers, potential customers, marketing
methods, costs, prices, contractual relationships, regulatory status, business plans, designs,
marketing or other business strategies, compensation paid to employees or other terms of
employment, or deliver to any person, firm, corporation or other entity any document, record,
notebook, computer program or similar repository of or containing any such confidential or
proprietary information or trade secrets. The Company and the Executive stipulate and agree that
as between them the foregoing matters are important, material and confidential proprietary
information and trade secrets and affect the successful conduct of the businesses of the Company
(and any successor or assignee of the Company). Upon termination of the Executive’s employment
with the Company for any reason, the Executive shall promptly deliver to the Company all
correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals,
financial documents, or any other documents concerning the Company’s customers, business plans,
designs, marketing or other business strategies, products or processes, provided that the Executive
may retain his rolodex, address book and similar information.



               (d) Confidential Information, Invention Assignment, Non-Competition and Arbitration Agreement.
Sections 7(a), 7(b) and 7(c) hereinabove shall be in addition to and not in lieu of Sections 2 and
9 of the Confidential Information, Invention Assignment, Non-Competition and Arbitration Agreement,
dated August 12, 2008 between the Executive and the Company.



               (e) Non-Disparagement. The Executive and the Company mutually agree not to disparage or
defame, in writing or orally, the other party, and as applicable, its or his services, products,
subsidiaries and affiliates, and/or their respective directors, officers, employees, agents, family
members, successors and assigns. This non-disparagement provision shall not apply to statements
made by non-management employees of the Company, so long as such statements did not originate from
and were not induced or encouraged (directly or indirectly) by an officer, director or management
employee of the Company. Notwithstanding the foregoing, nothing in this Section 7(e) shall limit
the ability of the Company or the Executive,
as applicable, to provide truthful testimony as required by law or any judicial or
administrative process.



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               (e) Remedies. Without limiting the right of the Company to pursue all other legal and
equitable rights available to the for violation of the provisions of this Section 7 by the
Executive, it is agreed that (i) other remedies cannot fully compensate the Company for such a
violation, (ii) such a violation will cause the Company irreparable harm which may not be
adequately compensated by money damages and (iii) the Company shall each be entitled to temporary,
preliminary and permanent injunctive or other equitable relief, without proving actual damages or
posting a bond therefore, to prevent a violation, continuing violation or threatened violation of
the provisions of this Section 7.



          8. Successors.




               (a) Company’s Successors. This Agreement shall be binding upon any successor (whether direct
or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all
or substantially all of the Company’s business and/or assets. For all purposes under this
Agreement, the term “Company” shall include any successor to the Company’s business and/or assets
which becomes bound by this Agreement.



               (b) Employee’s Successors. This Agreement and all rights of the Executive hereunder shall
inure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees.



          9. Section 409A of the Internal Revenue Code. In the event that the Company determines that
any of the benefits payable under this Agreement would violate Section 409A, then the Company and
the Executive shall, in good faith, agree to implement adjustments needed to comply with Section
409A. Additionally, notwithstanding anything contained in this Agreement to the contrary, if the
Executive is deemed by the Company at the time of the Executive’s “separation from service” to be a
“specified employee,” each within the meaning of Section 409A, any compensation or benefits to
which the Executive becomes entitled under this Agreement (or any agreement or plan referenced in
this Agreement) in connection with such separation that are subject to Section 409A shall not be
made or commence until the date which is six (6) months after the Executive’s “separation from
service” (or, if earlier, the Executive’s death). Such deferral shall only be effected to the
extent required to avoid adverse tax treatment to the Executive, including (without limitation) the
additional twenty percent (20%) tax for which the Executive would otherwise be liable under Section
409A(a)(1)(B) in the absence of such deferral. Upon the expiration of the applicable deferral
period, any compensation or benefits which would have otherwise been paid during that period
(whether in a single lump sum or in installments) in the absence of this Section 9 shall be paid to
the Executive or the Executive’s beneficiary in one lump sum.



          10. Repayment Provisions. If the Company is required to prepare an accounting restatement
due to its material noncompliance, as a result of the Executive’s misconduct, with any financial
reporting requirement under United States securities laws, then,
and only if Section 304 of the Sarbanes-Oxley Act of 2002, or a successor provision, is then
in effect, the Company may require the Executive to reimburse the Company for (a) any bonus or
other incentive-based or equity-based compensation received by the Executive from the



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Company
during the 12-month period following the first public issuance or filing with the Securities
Exchange Commission (whichever first occurs) of the financial documents embodying such financial
reporting requirement and (b) any profits realized from the sale of securities of Company during
such 12-month period.



          11. Miscellaneous Provisions.




               (a) Notice. Notices and all other communications contemplated by this Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered or when mailed by
overnight courier, U.S. registered or certified mail, return receipt requested and postage prepaid.
In the case of the Executive, mailed notices shall be addressed to him at the home address that he
most recently communicated to the Company in writing. In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be directed to the
attention of its Secretary.



               (b) Modifications and Waivers. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing and signed by the
Executive and by an authorized officer of the Company (other than the Executive). No waiver by
either party of any breach of, or of compliance with, any condition or provision of this Agreement
by the other party shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time.



               (c) Whole Agreement. Except for those agreements or plans referenced herein (including
without limitation any Employee Benefits Plans in which the Executive is a participant in as of the
Effective Date), this Agreement contains the entire understanding of the parties with respect to
the subject matter hereof and supersedes any other agreements, representations or understandings
(whether oral or written and whether express or implied) with respect to the subject matter hereof.
In the event of any conflict in terms between this Agreement and any other agreement executed by
and between the Executive and the Company, the terms of this Agreement shall prevail and govern.



               (d) Withholding Taxes. All payments made under this Agreement shall be subject to reduction
to reflect taxes or other charges required to be withheld by law.



               (e) Reporting Requirements. As the Executive is a Section 16 officer, the Company will assist
the Executive and facilitate the Executive’s compliance with applicable Section 16 reporting
requirements.



               (f) Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the state of Washington (except their provisions
governing the choice of law).



               (g) Severability; Blue-Penciling. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of any other provision
hereof, which shall remain in full force and effect. Furthermore, it is the intent, agreement and
understanding of each party hereto that if, in any action before any court or agency legally
empowered to enforce this Agreement, any term, restriction, covenant or promise



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in this Agreement
is found to be unreasonable and for that or any other reason unenforceable, then such term,
restriction, covenant or promise shall be deemed modified to the minimum extent necessary to make
it enforceable by such court or agency; provided further that any such court or agency shall have
the power to modify such provision, to the extent necessary to make it enforceable (for the maximum
duration and geographic scope permissible), and such provision as so modified shall be enforced.



               (h) Assignment. The Company may assign its rights under this Agreement to any entity that
expressly in writing assumes the Company’s obligations hereunder in connection with any sale or
transfer of all or substantially all of the Company’s assets to such entity.



               (i) Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



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          IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the Effective Date.




	 	 	 	 	 
	 	 	 
	 	/s/ Scott C. Stromatt
 	 
	 	Scott C. Stromatt, M.D. 	 
	 	 	 
	 
	 	Trubion Pharmaceuticals, Inc.

 	 
	 	By:  	/s/ Peter A. Thompson
 	 
	 	 	Name:  	Peter A. Thompson 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




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