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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | -------------------------------------------------------------------------------------



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------



Commission File Number 0-33489



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ZYMOGENETICS, INC.

(exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Washington                                                     |  | 91-1144498                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



1201 Eastlake Avenue
East, Seattle, WA 98102

(Address of principal executive offices)



Registrants telephone number, including area code (206) 442-6600



Securities registered pursuant to Section 12(b) of the Act:



None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, no par value



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  x  No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.  x



Indicate by check mark whether
the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes  x  No ̈



The aggregate market value of the voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold as of June 30, 2004 was: $529,867,136.



Common stock outstanding at March 1, 2005: 57,703,808 shares.



DOCUMENTS INCORPORATED BY REFERENCE



|(1) |  | Portions of the Companys definitive Proxy Statement for the annual meeting of shareholders to be held on June 10, 2005, are incorporated by reference in Part III.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ZYMOGENETICS, INC.



ANNUAL REPORT ON
FORM 10-K



For the Year Ended December 31, 2004



TABLE OF CONTENTS



|         |  |                                                                                                              |  |         
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | --------
|         |  |                                                                                                              |  | Page No.
|         |  | PART I                                                                                                       |  |         
|Item 1.  |  | Business                                                                                                     |  | 3       
|Item 2.  |  | Properties                                                                                                   |  | 35      
|Item 3.  |  | Legal Proceedings                                                                                            |  | 36      
|Item 4.  |  | Submission of Matters to a Vote of Securities Holders                                                        |  | 36      
|         |  |                                                                                                             
|         |  | PART II                                                                                                      |  |         
|Item 5.  |  | Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities |  | 36      
|Item 6.  |  | Selected Financial Data                                                                                      |  | 37      
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 38      
|Item 7A. |  | Qualitative and Quantitative Disclosures About Market Risk                                                   |  | 45      
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 46      
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 69      
|Item 9A. |  | Controls and Procedures                                                                                      |  | 69      
|Item 9B. |  | Other Information                                                                                            |  | 69      
|         |  |                                                                                                             
|         |  | PART III                                                                                                     |  |         
|Item 10. |  | Directors and Executive Officers of the Registrant                                                           |  | 69      
|Item 11. |  | Executive Compensation                                                                                       |  | 69      
|Item 12. |  | Security Ownership of Beneficial Owners and Management and Related Shareholder Matters                       |  | 70      
|Item 13. |  | Certain Relationships and Related Transactions                                                               |  | 70      
|Item 14. |  | Principal Accountant Fees and Services                                                                       |  | 70      
|         |  |                                                                                                             
|         |  | PART IV                                                                                                      |  |         
|Item 15. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                              |  | 70      
|         |  | Signatures                                                                                                   |  | 74      



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PART I



Item 1.    Business



This Annual Report on Form 10-K contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. This Act provides a
safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward looking and provide meaningful cautionary statements identifying
important factors that could cause actual results to differ from the projected results. All statements other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial
position, made in this Annual Report on Form 10-K are forward looking. We use words such as anticipate, believe, continue, could, estimate, expect, future,,
intend, may, potential, seek, should, target and similar expressions to identify forward-looking statements. Forward-looking statements reflect managements current
expectations, plans or projections and are inherently uncertain. Our actual results could differ significantly from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Factors that could cause or contribute to such differences include those discussed in Important Factors That May Affect Our Business, Our Results of Operations and Our Stock Price and
Managements Discussion and Analysis of Financial Condition and Results of Operations, as well as those discussed elsewhere in this Annual Report on Form 10-K. We undertake no obligation to publicly release any revisions to these
forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are urged, however, to review the factors set forth in reports that we file from time
to time with the Securities and Exchange Commission.



Overview



Our company is focused on the discovery, development and
commercialization of therapeutic proteins for the treatment of human disease. We have a growing pipeline of potential products that we expect to develop on our own or in collaboration with partners. Our most advanced internal product candidate is
recombinant human thrombin (rhThrombin). It is a recombinant version of a blood-clotting protein that is currently marketed as a stand-alone product in a form derived from bovine (cow) plasma. Our intent is to provide an attractive, and potentially
safer, alternative to the currently marketed version, building on our established expertise in recombinant protein production methods. rhThrombin is a topical hemostatic agent intended for the control of moderate bleeding during surgical procedures.
We have retained worldwide rights to rhThrombin. In early 2005, we successfully completed Phase 2 clinical trials of rhThrombin in four surgical indications and plan to begin Phase 3 trials in the second half of 2005.



Our bioinformatics efforts, in combination with our biology expertise, have
yielded numerous novel proteins with potential medical relevance. Our most advanced bioinformatics-derived product candidates are TACI-Ig and interleukin-21 (IL-21). TACI-Ig is a soluble receptor with potential applications for the treatment of
cancer and autoimmune diseases. It is being developed in collaboration with Serono S.A., a leading global biotechnology company. IL-21 is a protein with potential applications for the treatment of cancer, which we are developing in North America,
and which Novo Nordisk A/S is concurrently developing in the rest of the world. We began Phase 1b clinical trials of TACI-Ig in patients with SLE and rheumatoid arthritis in the middle of 2004. We also recently initiated Phase 1b clinical trials of
TACI-Ig in multiple myeloma and non-Hodgkins lymphoma. For IL-21, we began a Phase 1 clinical trial in June 2004 in the United States, while Novo Nordisk began their Phase 1 clinical trial in September 2004 in Australia. We have established a
clinical data sharing agreement with Novo Nordisk.



We have
been active in the area of therapeutic proteins since our incorporation in the state of Washington in 1981. For 12 years we were a wholly owned subsidiary of Novo Nordisk, one of the worlds largest producers of therapeutic proteins. We have
contributed to the discovery or development of five recombinant protein products



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currently on the market, which had aggregate sales in 2004 in excess of $2 billion. In November 2000, as part of a restructuring by Novo Nordisk, we became
an independent company in a transaction that included a $150 million private placement. In February 2002, we completed our initial public offering.



Early in our history, we focused on protein chemistry and molecular and cellular biology. In the mid-1990s, we developed an advanced bioinformatics
program that now represents the foundation of our discovery efforts. We were early to recognize the opportunity of genomics and were a pioneer in the use of bioinformatics tools to mine genomic databases. We focus our bioinformatics-based discovery
efforts on the relatively small subset of genes that we believe have the highest probability of coding for proteins with therapeutic potential. Specifically, we focus on key protein categories that have members with proven therapeutic value or
potent biological activity. We believe this approach increases our research efficiency and maximizes our chances of commercial success.



Our expertise in biology and protein chemistry strengthens our ability to determine the biological function and potential therapeutic utility of our
protein candidates early in the discovery process. Determining biological function and therapeutic utility at an early stage improves our prospects of establishing patent priority by enabling us to file detailed patent applications covering both
composition of matter and method of use claims. We have issued patents covering all three of our product candidates under internal development. In total, we have more than 290 unexpired issued or allowed United States patents and over 250 United
States patent applications pending.



In October 2004, we
established a five-year strategic alliance with Serono S.A. to research, develop and commercialize novel protein and antibody therapeutics derived from our proprietary portfolio of genes and proteins. We received over $80 million in cash upon
execution of the agreement, which included a $50 million equity investment, and may receive future upfront fees, milestone payments and royalties based on product sales. In October 2004, we licensed recombinant Factor XIII (rFactor XIII) to Novo
Nordisk. rFactor XIII is a protein involved in blood clotting that, previously, we had been developing for the treatment of bleeding complications associated with congenital and acquired Factor XIII deficiencies. We received a $15 million upfront
payment from Novo Nordisk and may receive future milestone payments and royalties based on sales of any products containing recombinant Factor XIII.



Business Strategy



Our corporate objective is to discover, develop and commercialize novel therapeutic proteins and other protein-based products for the treatment of human
disease. To achieve this objective, we are pursuing the following key strategies:



| |  |  | Establish a robust portfolio of proprietary therapeutic proteins.    We focus our discovery efforts exclusively on therapeutic proteins. Using our unique
genomics-based discovery platform, we have identified many novel proteins with potential as therapeutics. We believe that this approach, combined with strong patent and other intellectual property protections, will ultimately result in proprietary
product opportunities, providing potential market exclusivity for our product candidates.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Balance product portfolio risk.    Our goal is to develop a broad portfolio of product candidates that includes lower-risk, recombinant proteins as
replacements for plasma-derived protein products and novel, higher-risk proteins that have blockbuster potential. Our most advanced internal product development candidate, rhThrombin, is a recombinant version of a currently marketed bovine
plasma-derived protein. Two other of our product development candidates, TACI-Ig and IL-21, are novel proteins that could have broad therapeutic potential in cancer and autoimmunity.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Leverage our development resources through partnerships.    We have established successful partnerships that will allow us to further diversify our
product development risks, reduce costs, and access complementary skills and infrastructure possessed by our partners. With this strategy we should be able to pursue more opportunities than working alone.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Focus on North America.    We retain all or a significant percentage of commercial rights to our product candidates in North America, and
license commercial rights in the rest of the world. We intend to
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | actively participate in the sales and marketing activities while maintaining our flexibility in establishing commercial infrastructure: building our own,
renting it or relying on our partners infrastructure.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Licensing non-core proteins.    We intend to continue out-licensing unencumbered proteins that lie outside our areas of interest. We use near-term cash
from these transactions to support our internal development efforts. We believe that by out-licensing non-core proteins to licensees with extensive expertise in related areas, we maximize chances of commercial success and ultimately the long-term
value that we expect to receive in the form of future milestone payments and royalties.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Products and Product Pipeline



Our track record in the field of therapeutic proteins includes contributions to the discovery or development of five recombinant protein products currently being marketed by Novo Nordisk or other companies. Our current focus is the
development of a pipeline of internal product candidates. We also have out-licensed several product candidates outside our areas of interest. The following table summarizes our product candidates for internal development or co-development, as well
as out-licensed product candidates and marketed products.

|                          |  |                            |  |                      |  |                              
|------------------------- |  | -------------------------- |  | -------------------- |  | -----------------------------
|Product/Product Candidate |  | Indication or Intended Use |  | Stage of Development |  | Development/Commercial Rights

Internal Candidates

|           |  |                                                                                                                                           |  |                                           |  |                                                                                      
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------- |  | -------------------------------------------------------------------------------------
|rhThrombin |  | General surgical hemostat Line
extensions                                                                                                 |  | Phase 2 Preclinical                       |  | Internal development                                                                 
|           |  |                                                                                                                                           | 
|TACI-Ig    |  | Systemic lupus erythematosus Rheumatoid
arthritis Multiple myeloma Non-Hodgkins lymphoma/chronic
lymphocytic leukemia Multiple sclerosis |  | Phase 1 Phase 1 Phase 1 Phase 1  Research |  | Co-development with Serono in North America; Serono development outside North America
|           |  |                                                                                                                                           | 
|IL-21      |  | Metastatic melanoma/ metastatic renal cell
carcinoma Combination with anti-cancer monoclonal antibodies                                   |  | Phase 1  Preclinical                      |  | Internal development in North America; Novo Nordisk development outside North America
|           |  |                                                                                                                                           | 
|IL-29      |  | Hepatitis C virus infection Other viral
diseases                                                                                          |  | Preclinical Research                      |  | Internal development in North America; Novo Nordisk development outside North America
|           |  |                                                                                                                                           | 
|IL-31      |  | Inflammatory diseases                                                                                                                     |  | Preclinical                               |  | Co-development with Serono in U.S.; Novo Nordisk development outside North America   



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|                          |  |                            |  |                      |  |                              
|------------------------- |  | -------------------------- |  | -------------------- |  | -----------------------------
|Product/Product Candidate |  | Indication or Intended Use |  | Stage of Development |  | Development/Commercial Rights



Out-Licensed
Candidates



|                               |  |                                                                    |  |                                 |  |                                                 
|------------------------------ |  | ------------------------------------------------------------------ |  | ------------------------------- |  | ------------------------------------------------
|Platelet-derived Growth Factor |  | Periodontal disease Orthopedic fracture and other bone
defects     |  | Pre-approval Preclinical        |  | Out-licensed to BioMimetic Pharmaceuticals, Inc.
|                               |  |                                                                    | 
|Alpha 1-antitrypsin            |  | Hereditary emphysema Other respiratory
diseases                    |  | Phase 2 Preclinical             |  | Out-licensed to Arriva Pharmaceuticals, Inc.    
|                               |  |                                                                    | 
|IL-20                          |  | Psoriasis                                                          |  | Preclinical                     |  | Out-licensed to Novo Nordisk                    
|                               |  |                                                                    | 
|rFactor XIII                   |  | Congenital Factor XIII deficiency Cardiac
surgery Cancer treatment |  | Phase 1 Preclinical Preclinical |  | Out-licensed to Novo Nordisk                    
|                               |  |                                                                    | 
|IL-13 receptor                 |  | Asthma                                                             |  | Preclinical                     |  | Out-licensed to Wyeth                           
|                               |  |                                                                    | 
|FGF-18                         |  | Cartilage repair                                                   |  | Preclinical                     |  | Out-licensed to Serono                          
|                               |  |                                                                    | 
|IL-22 receptor                 |  | Psoriasis                                                          |  | Preclinical                     |  | Out-licensed to Serono                          



Marketed Products



|                                           |  |                                                    |  |          |  |                                  
|------------------------------------------ |  | -------------------------------------------------- |  | -------- |  | ---------------------------------
|                                           |  |                                                    | 
|Novolin® and NovoRapid® (Insulin)          |  | Diabetes                                           |  | Marketed |  | Out-licensed to Novo Nordisk     
|                                           |  |                                                    | 
|NovoSeven® (Factor VIIa)                   |  | Hemophilia                                         |  | Marketed |  | Out-licensed to Novo Nordisk     
|                                           |  |                                                    | 
|Regranex® (Platelet-derived Growth Factor) |  | Wound healing                                      |  | Marketed |  | Out-licensed to Johnson & Johnson
|                                           |  |                                                    | 
|GlucaGen® (Glucagon)                       |  | Hypoglycemia; gastrointestinal motility inhibition |  | Marketed |  | Out-licensed to Novo Nordisk     
|                                           |  |                                                    | 
|Cleactor (tPA Analog)                     |  | Myocardial infarction                              |  | Marketed |  | Out-licensed to Eisai Co., Ltd.  



In the table above,
pre-approval refers to the stage in which a license application has been filed with regulatory agencies and awaits regulatory approval. Phase 1 refers to clinical trials designed primarily to determine safety and pharmacokinetics in human beings.
Phase 2 refers to clinical trials in a limited patient population to evaluate preliminary efficacy, dosing and side effects. Preclinical refers to the stage in which safety, pharmacology and proof of efficacy in non-human animal models of specific
human disease are being evaluated. Research refers to the stage in which we conduct analysis of therapeutic potential using a variety of laboratory methods.



Internal Product Candidates



We are developing several product candidates to treat a variety of serious diseases and medical conditions. We intend to develop and commercialize these
product candidates on our own or in collaboration with other biotechnology or pharmaceutical companies.



rhThrombin



Thrombin is a specific blood-clotting enzyme that converts fibrinogen to fibrin. Fibrin is the primary protein contained in newly formed blood clots.
Thrombin also promotes clot formation by activating Factor XIII, which cross-links the fibrin molecules and strengthens the newly forming clot.



Serious bleeding can be caused by trauma or surgery. Surgeons try to limit bleeding to maintain visibility in the operating field, limit the use of
transfused blood products and minimize peri- and post-operative complications.



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In situations where direct pressure, ligation, or cautery are not possible or unsuccessful, topical hemostatic agents are needed to achieve hemostasis.
Thrombin is widely used to stop diffuse bleeding occurring during surgical procedures. It is generally sold as a freeze-dried powder, which is dissolved and absorbed onto a surgical sponge, embedded onto a hemostatic pad or sprayed directly for
topical application to wounds. Only bovine (cow) plasma-derived thrombin, Thrombin JMI®, is available in the United States as a stand-alone product. The market for thrombin has grown rapidly since 2000, with Thrombin JMI net sales totaling $123.9 million during the first nine months of 2004,
which implies annualized sales of approximately $165 million. It has been estimated that bovine plasma-derived thrombin is used in more than 500,000 surgical procedures annually in the United States.



We believe that there are several potentially important advantages to a
recombinant human form of thrombin. Some patients may experience allergic reactions to plasma-derived products or develop antibodies to bovine plasma-derived thrombin or to Factor V or other protein impurities in the bovine plasma-derived product.
In some cases, these antibodies can cross-react with analogous human proteins, creating a bleeding condition that can be difficult to manage and which may be fatal in patients who develop the most severe cases. Use of bovine plasma-derived thrombin
in patients with pre-existing antibodies to bovine clotting factors may cause abnormal clotting times or other post-operative complications, which can result in increased treatment costs. The FDA-approved package insert for bovine plasma-derived
thrombin contains a black box warning describing these potential risks. A recombinant human form of thrombin would alleviate these potential risks as well as the risk for viral contamination with plasma-derived products, including contamination with
the pathogen that causes the human form of mad cow disease (vCJD).



We intend to develop rhThrombin as a preferred alternative to the currently marketed plasma-derived thrombin products. As with plasma-derived thrombin, rhThrombin would be used in the surgical setting to control
bleeding. Primary applications could include a wide range of surgeries as well as the treatment of bleeding from trauma and burn injuries. We believe the market for rhThrombin could be further expanded by developing line extensions in which
rhThrombin is combined with other passive or active hemostatic materials. We began research efforts in 2004 for evaluating potential line extension product prototypes.



We have developed a patent-protected method that we believe will enable us to cost-effectively manufacture rhThrombin in a
two-step process. First, recombinant human prethrombin-1 (rhPrethrombin-1) is produced in mammalian cells. Then, using an enzyme activation step, rhPrethrombin-1 is converted to rhThrombin. A commercial scale manufacturing process has
been developed in collaboration with Abbott Laboratories, our commercial manufacturer, and we have recently completed a full-scale GMP manufacturing campaign for supplying Phase 3 clinical trial materials.



In late 2004, we completed enrollment in Phase 2 clinical trials for
rhThrombin in four surgical indications: spinal surgery, hepatic resection, peripheral bypass surgery and AV graft formation for dialysis access. In February 2005, we announced summary results of these studies. Both the primary endpoint of safety
and secondary endpoints of evaluating immunogenicity and developing point estimates of time to hemostasis were met. We intend to initiate a Phase 3 pivotal study in multiple surgical indications in the second half of 2005 following discussions with
the FDA.



We have obtained issuance of United States and
foreign patents directed to certain recombinant human thrombin, methods of producing recombinant human thrombin from a genetically engineered precursor termed prethrombin-1, and therapeutic use of the protein. The first patent expiration
in our rhThrombin patent portfolio will occur in December 2012.



TACI-Ig



TACI is a member of the tumor
necrosis factor receptor family of proteins. TACI-Ig is a soluble form of the TACI receptor that binds to two ligands, BLyS and APRIL, that are implicated in mounting B-cell mediated immune responses. When over-produced in transgenic animals, BLyS
has been shown to lead to the development



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of autoimmune disease with symptoms resembling systemic lupus erythematosus and Sjogrens syndrome. Although less is known about the role of APRIL in
this process, there is emerging evidence suggesting APRILs involvement in B-cell mediated autoimmunity. The aim of treatment with TACI-Ig is to neutralize the overactivity of these immune-stimulating ligands to prevent the activation of B
cells and thus the production of harmful autoantibodies, which are antibodies to ones own cells.



We believe that TACI-Ig could represent a less toxic and more specific immunosuppressive agent than current therapies for the treatment of autoimmune
diseases. Such diseases include systemic lupus erythematosus (SLE), rheumatoid arthritis, myasthenia gravis and multiple sclerosis. In an animal model of SLE, TACI-Ig has been shown to specifically inhibit the development of mature B cells and the
development of antigen-induced antibody production. It has also been shown to inhibit the development of proteinuria, an indicator of kidney malfunction, and to prolong survival of the animals. In a collagen-induced model of rheumatoid arthritis,
TACI-Ig has been shown to inhibit the incidence of disease. Taken together, these data indicate that TACI-Ig acts by inhibiting the production of mature B cells and decreasing autoantibody levels.



In addition to its potential in autoimmunity, an expanding body of literature
suggests that TACI-Ig may prove to be an effective treatment for a variety of B-cell cancers. Researchers from multiple labs have shown that malignant B-cells from essentially all patients examined to date express one or more of the three known
receptors for BLyS and APRIL (TACI, BCMA and BAFF-R). Furthermore, these malignant B-cells also often abnormally express BLyS and APRIL proteins themselves, while normal B-cells do not. These findings seem to suggest that malignant B-cells can both
produce and consume the BLyS and APRIL growth factors, leading to their autonomous survival in patients. In fact, BLyS and APRIL levels are usually elevated in the serum of patients bearing these B-cell tumors. Studies from Mayo Clinic suggest that
lymphoma patients in whom high levels of BLyS are present in blood samples fare worse than those in whom levels are lower. Thus, BLyS and/or APRIL appear to enhance the survival of malignant B-cells. In support of this theory, scientists have shown
that the addition of BLyS or APRIL to cultured cells from non-Hodgkins lymphoma and multiple myeloma patients enables these cancer cells to survive for extended periods of time. Inhibition of BLyS and APRIL using TACI-Ig causes the cultured
malignant B-cells to die rapidly. These results suggest that TACI-Ig might represent an important new cancer therapeutic, specifically targeting malignant B-cells.



In August 2001, we entered into a collaborative development and marketing agreement with Serono relating to TACI-Ig. Under
our agreement, we will develop TACI-Ig jointly with Serono pursuant to a worldwide development plan. Serono has manufactured clinical-grade materials in quantities adequate to supply initial clinical trials. Together with Serono, we completed a
Phase 1 clinical trial of TACI-Ig in healthy volunteers in early 2004, in which we demonstrated that TACI-Ig was well tolerated at all studied doses. In addition, patients receiving TACI-Ig at the three highest dose levels showed a reduction in IgM
levels, one of the markers of TACI-Ig biological activity. The median half-life of TACI-Ig was approximately 12.5 days, indicating that intermittent dosing should be possible.



Based on positive data from animal models, SLE was selected as the initial clinical indication for TACI-Ig. The cause of
this disease remains unknown, but there is substantial evidence suggesting that B-cell hyperactivity resulting in the secretion of autoantibodies is fundamental to its development. Although estimates on prevalence vary widely, there are believed to
be approximately 430,000 patients diagnosed with SLE in major markets. Of these, there are an estimated 135,000 such patients in the United States and a roughly equivalent number in major European countries. No new FDA-approved treatments for SLE
have been introduced in the last 40 years. Current therapies, including immunosuppressive agents and corticosteroids, are not very effective and can have severe side effects. We believe that patients diagnosed with severe SLE would be candidates for
treatment with TACI-Ig. Together with our partner, Serono, we began a Phase 1b clinical trial of TACI-Ig in SLE patients in June of 2004.



Rheumatoid arthritis has been selected as another autoimmune clinical indication for TACI-Ig. Rheumatoid arthritis is one of the most prevalent chronic
inflammatory diseases, afflicting an estimated 1% of the population in industrialized countries, including over five million patients in North America, Europe and Japan. Although



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the underlying cause of rheumatoid arthritis is unknown, considerable data indicate a major role of B cells in this disease. Rheumatoid arthritis has been an
attractive therapeutic area for drug development because of its large market size. As a consequence, a very large number of drugs are currently being developed. However, we believe that few of these product candidates target B cells specifically.
Thus, TACI-Ig represents a novel mode of treatment that could alleviate the symptoms of rheumatoid arthritis associated with pathogenic B cells. Moreover, the specificity and mode of action of TACI-Ig strengthens its potential as an add-on therapy
to existing drugs. Together with our partner, Serono, we began a Phase 1b clinical trial of TACI-Ig in rheumatoid arthritis patients in July 2004.



Because of the recent data implicating both BLyS and APRIL in the growth and survival of B-cell cancer, we have expanded our clinical program to include
this area of oncology. B-cell cancer includes B-cell chronic lymphocytic leukemia, multiple myeloma, and B-cell non-Hodgkins lymphoma. In the United States, over 320,000 people are estimated to have some form of these B-cell cancers and each
year, approximately 55,000 new cases and 20,000 deaths occur from these cancers. Between 80% and 85% of non-Hodgkins lymphomas are of B-cell origin. Despite the introduction of new therapies, there is still a clear need for agents that improve
clinical response and survival. With Serono, we initiated Phase 1b clinical studies in multiple myeloma in November 2004 and in non-Hodgkins lymphoma in the first quarter of 2005.



We own or have exclusively in-licensed worldwide patents and patent applications for TACI-Ig, methods of using TACI-Ig and
related technology. Our license with St. Judes Childrens Hospital of Memphis, Tennessee is central to our patent portfolio for TACI-Ig. St. Judes owns the patents covering the TACI protein, related polypeptides, methods of
production and antibodies. In addition, we have sole ownership of patents and patent applications that include claims to expression vectors, transformed cells used to produce TACI-Ig and methods of using TACI-Ig to treat various diseases and medical
conditions. The first patent expiration in our TACI-Ig patent portfolio will occur in March 2017.



IL-21



IL-21 is a protein belonging to a family of cytokines that modify the function of cells in the immune system. IL-21 shares overall protein structural and
distant genetic sequence similarity with interleukin-2 (IL-2), a cytokine approved as a therapy for metastatic melanoma and metastatic renal cell carcinoma. We have shown that IL-21 regulates the proliferation and functional activity of several
populations of immune cells, including cytotoxic T cells (CTL) and natural killer (NK) cells, both of which are thought to be critical in eliminating malignant or virally infected cells from the body.



Preclinical studies have indicated that our recombinant version of IL-21 is
an effective therapy in a number of animal models of cancer. In an animal model of metastatic melanoma, IL-21 exhibited a high rate of tumor suppression. Animals in this model develop aggressive metastases to the lung, which can be readily measured.
Treatment with IL-21 led to a significant reduction in the number of lung metastases relative to controls. IL-21 also was found to have potent inhibitory activity in other animal models of cancer. These models demonstrated that the in vivo
effects of IL-21 were mediated through the activation of CTL and NK cells, which led to rejection of the tumors in the animal models.



In clinical practice, IL-2 is an effective therapy producing durable responses in approximately 5% to 8% of patients with metastatic melanoma.
Accompanying this relatively low level of efficacy is a significant side effect profile, including vascular leak and the release of pro-inflammatory cytokines, which profoundly limits the utility of IL-2 in treating disease. These side effects can
be so severe that many patients are either hospitalized or stop the therapy before completion of the treatment program. Therefore, it has been a high priority to assess the possible side effects of IL-21. We evaluated the safety of IL-21 in both
cynomolgus and rhesus monkeys to support initiation of the clinical program. We observed a dose-dependent activation of the immune system and a reversible reduction in circulating red blood cells and platelets consistent with the expected
pharmacology of IL-21. No evidence of vascular leak was observed in these studies over the evaluated dose range.



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We intend to pursue metastatic melanoma and metastatic renal cell carcinoma, the two approved indications
for IL-2, as initial indications for IL-21. There are an estimated 55,000 new cases of melanoma per year and 30,000 new cases of renal cell carcinoma per year in the United States. Currently, metastatic melanoma and renal cell carcinoma are
essentially incurable cancers with no established standard of care. Subject to the outcome of the initial clinical studies, we intend to expand the IL-21 clinical program into additional cancer indications.



We have retained all rights to IL-21 within North America and, pursuant to an
option and license agreement, Novo Nordisk has licensed the rights to IL-21 outside North America. We began a Phase 1 clinical trial in patients with metastatic melanoma and metastatic renal cell carcinoma in June 2004 in the United States. The
study involves two parts: Part A is a dose escalation to establish the maximum tolerated dose; Part B involves treatment of additional patients at the established dose. We expect the study to continue throughout 2005 and to have final data available
by early 2006. Novo Nordisk began their Phase 1 clinical trial in patients with metastatic melanoma in September 2004 in Australia. We have an agreement with Novo Nordisk that enables the companies to access each others clinical trial data.



We are exploring additional uses for IL-21 in combination with
monoclonal antibodies, particularly those like Rituxan® that function via antibody-dependent cellular cytotoxicity, a process enhanced by IL-21. We anticipate filing an IND application in late 2005 to test the use of IL-21 in combination with Rituxan and initiating a
clinical trial in early 2006. Other monoclonal antibodies are also under consideration.



We own issued patents for IL-21 polypeptides, polynucleotides and methods of using IL-21 to stimulate immune responses, particularly in tumor-bearing subjects. We have filed patent applications for IL-21 antibodies,
additional compositions, IL-21 fusion proteins and other methods of using IL-21 for the treatment of disease. We have also filed patent applications relating to IL-21 directed to methods for expressing and purifying recombinant IL-21, methods of
treating specific cancers and viral diseases, combination therapies using IL-21 and monoclonal antibodies, and antagonist ligands. The first patent expiration in our IL-21 patent portfolio will occur in March 2020.



IL-29



IL-29 is a member of the Interleukin 28 family, which is comprised of three novel 4-helical-bundle cytokines  IL-28a,
IL-28b and IL-29  that are related to type-I interferons and to IL-10. Members of the IL-28 family are generated in response to a viral infection. We have found that they exhibit anti-viral activity in in vitro assay systems that is
comparable in potency to alpha-interferon. It should be noted, however, that members of the IL-28 family signal through a receptor that is distinct from that used by the type-I interferons, suggesting that these proteins may serve as an alternative
to interferons in providing a therapy for viral infection. We selected IL-29 as our lead candidate from the IL-28 family to be evaluated as an antiviral agent.



In vitro studies have shown that IL-29 has antiviral activity against human hepatitis C virus (HCV) in the sub-genomic HCV replicon model.
Additionally, we have demonstrated that IL-29 induces antiviral gene expression in primary human hepatocytes. Combined with the significant expression of the receptor for IL-29 seen in liver samples from HCV positive individuals, this data provides
the rationale for selecting HCV infection as our first potential clinical indication.



Pursuant to an option and license agreement, Novo Nordisk has licensed the rights to IL-29 outside North America and we have retained all rights within North America. We plan to begin a GLP toxicology study in 2005,
and file an IND application for clinical testing of IL-29 in 2006.



We have filed several patent applications relating to IL-29 on a worldwide basis and will continue to file new patent applications as new uses are discovered.



IL-31



IL-31 is a cytokine derived from T cells, which we discovered through our bioinformatics-driven strategy. Analysis of IL-31 and IL-31 receptor levels in
human and murine disease tissues suggests that IL-31 could play a



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role in asthma, psoriasis, Crohns disease or atopic dermatitis. Transgenic animals expressing the IL-31 gene develop a severe skin phenotype that
resembles human atopic dermatitis. Additionally, analysis of peripheral blood T cells from human atopic dermatitis patients provides an association between IL-31 and skin homing T cells, suggesting that cutaneous diseases should be considered
as a leading therapeutic area for IL-31.



Under our strategic
alliance with Serono, we entered into a co-development and co-promotion agreement for IL-31 within the United States and granted Serono an exclusive license to IL-31 in Mexico and Canada. Novo Nordisk has licensed the rights to IL-31 outside North
America pursuant to an option and license agreement. We plan to continue our joint IL-31 research and development efforts in 2005 with Serono.



We have filed several patent applications relating to IL-31 on a worldwide basis and will continue to file new patent applications as new uses are
discovered.



Discovery and Research Process



We have developed fully integrated therapeutic protein discovery, research
and development infrastructure that draws upon a broad range of skills and technologies, including DNA sequencing, bioinformatics, molecular and cellular biology, animal biology, protein chemistry, intellectual property protection, pharmacology,
medical and regulatory affairs, drug formulation, manufacturing and strategic market research. We believe that this comprehensive program gives us a competitive advantage. While a number of competing companies were founded on the use of
high-throughput DNA sequencing and bioinformatics to identify gene sequences of interest, we built our bioinformatics capabilities on top of our pre-existing strengths in molecular biology, protein chemistry and animal biology. As a result, we have
been successful in characterizing important biological properties of our lead product candidates.



Bioinformatics



We have focused our discovery efforts on identifying the relatively small subset of genes that we believe have the highest probability of coding for
proteins with therapeutic potential. We have defined what we consider to be the key protein categories according to structural similarity, sequence similarity and functional activity. These categories have known members with demonstrated therapeutic
potential or potent biological activity, and most recombinant human proteins currently marketed as drugs are members of these categories. We believe that newly discovered proteins within these categories are likely to have important novel biological
activity, and therefore may have potential as therapeutic products.



The foundation of our bioinformatics platform is our DNA sequence databases of millions of EST sequence entries and billions of nucleotide sequences derived from genomic sequences. In 1995, we became the first subscriber to gain direct
in-house access to Incyte Genomics LifeSeq database of ESTs. Since that time, we have built our internal sequence database from a number of sources, including:



| |  |  | private databases, including Incyte Genomics LifeSeq database;
| | - |  | ---------------------------------------------------------------



| |  |  | public EST and DNA sequences;
| | - |  | -----------------------------



| |  |  | our own internal EST sequences, where we have eliminated transcripts of highly expressed genes to concentrate on sequences of rarely expressed genes; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | genomic sequences published by the Human Genome Project.
| | - |  | --------------------------------------------------------



To discover novel gene sequences within the sequence databases, we have developed sensitive proprietary search algorithms based on protein motifs, which
can include sequence homologies and predicted protein structure similarities. We have developed sophisticated threading algorithms that allow us to use distant and apparently unrelated elements in sequences to identify pre-defined three-dimensional
structures contained within certain key protein categories. These algorithms are tailored to the specific category of proteins under consideration, as the optimal search strategy for novel gene sequences depends on characteristics unique to each
protein category.



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Exploratory Biology



We use a diverse set of tools to identify the biological functions of the genes and proteins we discover. Throughout our
exploratory biology effort, we use a variety of in-house approaches, including physiological screens of mice in which the gene of interest has either been genetically over-expressed from birth, otherwise known as transgenic mice, or temporarily
over-expressed in adult mice using an adenovirus containing the gene. We also conduct screens of mice in which the gene of interest has been eliminated from birth, otherwise known as knockout mice. In addition, we conduct analyses of disease models
using a variety of laboratory tests, or assays, to detect changes in behavior, physiology and biochemistry. We use hundreds of in-house assays to investigate biological activities of our novel proteins. To obtain additional information, our
scientists either adapt or create in vivo laboratory models that mimic human diseases to determine the cause of disease and response to treatment. For certain ligands, we can also apply laboratory techniques to clone the receptors for the
ligand present in a tissue or cell. In addition to providing a marker for tissues that should respond to the protein, the receptors themselves can have therapeutic potential. We also rely on an external network of collaborators to investigate
biology and conduct additional tests that we do not perform in-house.



Within our exploratory biology operation, there are several stages of activity through which we identify a proteins function, determine whether the protein plays a role in disease and determine whether it has commercial potential. A
protein begins in the exploratory stage, in which experiments are performed to support the development of a biological hypothesis as to the proteins function. Once a biological hypothesis is developed, the protein moves to the validation
stage, in which more extensive experiments are performed to confirm the biological hypothesis for the protein and to establish a medical hypothesis. A medical hypothesis involves the identification of specific diseases or conditions for which we
believe the protein would have therapeutic importance. In cases where a protein demonstrates beneficial biological effects, it becomes a product candidate. Where a protein has been found to have detrimental effects, we attempt to generate a
monoclonal antibody or soluble receptor to inhibit the activity of the protein. In those cases, a resulting monoclonal antibody or soluble receptor becomes the product candidate. Once a product candidate is identified, it moves to the
pre-development stage, at which time it is tested in specific animal models of diseases. At the pre-development stage, we not only learn which diseases or conditions show promise for treatment, but also obtain information about dosing and systemic
effects of the product candidate. Assuming positive results, both in terms of efficacy and toxicology, we may develop a commercial hypothesis for the product candidate. A commercial hypothesis requires the identification of a market opportunity and
a preliminary determination that it will be economically feasible to manufacture the product candidate and administer it to patients.



Collaborative Relationships



Novo Nordisk Option and License Agreement



As part of our separation from Novo Nordisk, we granted Novo Nordisk options to license certain rights to potential therapeutic proteins pursuant to an
option and license agreement. Under this agreement, we retained exclusive rights to these proteins in North America, and Novo Nordisk could obtain exclusive rights in the rest of the world. However, Novo Nordisk maintained the option to obtain
exclusive worldwide rights to any licensed protein that acts to generate, expand or prevent the death of insulin-producing beta cells, which are involved in diabetes, a core business focus of Novo Nordisk. The option agreement also provides that:



| |  |  | over a four-year period beginning November 10, 2000, Novo Nordisk paid us a fee of $7.5 million per year for the option rights under the agreement;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | during this four-year period, Novo Nordisk had the right, for specified license payments, to license up to the greater of eight proteins or 25% of all proteins discovered by us
after August 25, 1995 and for which a hypothesis as to medical utility is generated, except for beta-cell-related proteins, of which Novo Nordisk could license an unlimited number; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Novo Nordisk could extend the option agreement for two years, during which time it is required to pay us a fee of $7.5 million per year for the right to license four additional
proteins. In June 2004, Novo Nordisk exercised its extension rights, extending the agreement through November 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Under the option agreement, we must promptly disclose to Novo Nordisk each protein for which we develop a
hypothesis as to medical utility, together with information known to us about the protein, such as gene sequence and similarity, exploratory data and relevant patent filings. Novo Nordisk then has 60 days to decide on three possible courses of
action:



| |  |  | exercise one of its options to license the protein;
| | - |  | ---------------------------------------------------



| |  |  | decline to exercise one of its options, thereby forgoing any and all future rights to the protein; or
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | extend its option on the particular protein by paying a $500,000 extension fee and agreeing to pay half of the research and development costs under a North America research plan to
advance the protein to the status of a preclinical lead.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Upon the exercise of an option by Novo Nordisk, we negotiate an exclusive license agreement to commercialize the protein containing certain predetermined terms, including up-front payments, milestone payments and royalty terms. The option
agreement provides that up-front and development milestone payments for each non-beta-cell-related protein licensed will total up to approximately $20 million, regardless of the point at which the protein is licensed. Up-front and milestone payments
for beta-cell proteins licensed will total up to approximately $28 million. Royalty rates are lowest if an option to license a protein is exercised at the medical utility hypothesis stage and increase substantially each time the option is extended.
Royalty obligations end on the expiration date of the last-to-expire patent on the licensed protein or, if the product is not based on a patented protein, 12 years from the date of the first sale of the product. Royalty obligations may be reduced if
Novo Nordisk is required to license third-party patented technology to utilize the licensed protein or if a generic product that is identical to a patented product achieves certain levels of market share.



If Novo Nordisk extends its option on a protein, then when the protein
reaches the status of a preclinical lead meeting certain criteria, Novo Nordisk may exercise the option, extend the option or decline to exercise the option, in which case it forgoes any and all future rights to the protein. If Novo Nordisk elects
to extend the option at the preclinical lead stage, it must pay us a $1.0 million extension fee and agree to pay two-thirds of the research and development costs under a North America research and development plan to advance the protein through the
completion of Phase 2 clinical trials. Upon completion of Phase 2 clinical trials, Novo Nordisk has one final opportunity to license the protein.



If, at any of Novo Nordisks decision points, we decide that we do not wish to move forward in the development of a particular protein, then we have
the right to terminate our participation in the development of the protein. In that case Novo Nordisk has the right to continue the research and development on its own, and maintains its right to license the protein under the option agreement.



To date, Novo Nordisk has licensed the rights to develop
IL-20, IL-21, IL-28a, IL-29 and IL-31 outside North America pursuant to this agreement.



In December 2002, we announced that we had signed a collaborative agreement with Novo Nordisk for the preclinical development of IL-21. Under the terms of the agreement, we and Novo Nordisk collaborated on all
research and development activities leading up to the filing of an IND application in the United States. Novo Nordisk reimbursed us for a portion of our costs incurred prior to the agreement, and the two companies equally shared all costs of the
program going forward through filing of the IND application in early 2004. We received a total of $8.9 million under the agreement.



In March 2004, we signed a license agreement with Novo Nordisk for exclusive rights to IL-20 in North America, effectively giving them worldwide rights
under our intellectual property in this protein. Under the agreement, we received a $4.0 million initial license fee and have the potential to receive future milestone payments of $38 million and royalties based on sales.



Serono Strategic Alliance Agreement



On October 12, 2004, we executed a strategic alliance agreement with Serono
S.A. to research, develop and commercialize novel protein and antibody therapeutics derived from our proprietary gene and protein portfolio.



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The strategic alliance agreement has a five-year term, with a maximum three-year research period for each candidate that may extend beyond the five-year term
on a candidate-by-candidate basis.



As part of the strategic
alliance, Serono receives:



| |  |  | An exclusive option, subordinated to the Novo Nordisk option agreement discussed above, to acquire rights to product development candidates resulting from research under the
strategic alliance. The number of candidates within our core research areas to which Serono may obtain rights is limited to twelve, while for candidates in our non-core areas the number is unlimited.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Exclusive worldwide licenses to our two preclinical stage candidates, FGF-18 and IL-22RA.
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | An agreement for our preclinical stage candidate, IL-31 in North America that provides for co-development and co-promotion for any products based on IL-31 within the United States
and an exclusive license to Serono in Mexico and Canada.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In return, we receive:



| |  |  | A $20 million upfront option fee.
| | - |  | ---------------------------------



| |  |  | $11.25 million in license fees for FGF-18, IL-22RA and IL-31, as well as potential future milestone payments of $99.5 million and royalties based on product sales.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An equal share of the profit from the co-commercialization of any product within the United States.
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Upfront fees and potential milestone payments related to development progress, regulatory submissions and approvals for every candidate exclusively licensed or co-developed by
Serono.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Royalties on product sales outside the United States for co-developed products, and on worldwide product sales for licensed products. Royalties rates for candidates in our core
areas are higher than for candidates in our non-core areas. Similarly, royalty rates for protein therapeutics are higher than for antibody therapeutics.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, Serono purchased 3.2 million shares of our common stock for a total of $50 million, also entering into a lockup
agreement and a standstill agreement.



During the research
stage of the collaboration, the two companies will work together for five years to identify new development candidates from our proprietary portfolio of genes and proteins. Each company may at its own expense work with non-core genes, while we will
have exclusive rights to evaluate genes within our core research areas. Upon the generation of a medical hypothesis by either company for a candidate derived from a core or non-core gene, Serono has a specified amount of time to make a decision
whether or not to co-fund continued research on the candidate. If Serono declines to continue, all rights to the candidate will revert to us. If Serono decides to collaborate, it will fund the majority of the research costs if we decide to
participate, or 100% of the costs if we decline.



The research
collaboration for a candidate can continue for up to three years or until the candidate reaches the point of being designated a product development candidate. At this time, Serono has an option to obtain rights to the candidate. If we collaborated
and co-funded research on the candidate, we can choose whether or not to co-develop and co-promote in the United States but, if Serono funded 100% of the research costs, Seronos rights to the candidate will be exclusive. Serono has a specified
amount of time in which to exercise this option.



For any
candidate that is co-developed, the two companies will work together on the clinical development in the United States and European Union and commercialization of related product candidates within the United States. These activities will be governed
by a steering committee with equal representation from the two companies. The majority of the development costs will be paid by Serono. The expenses of commercialization and the profit from selling any resulting products in the United States will be
split evenly between the two



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companies. Outside the United States, Serono will pay us a royalty on product sales. At any point in time during the development period, we have an option to
stop our contributions and convert a co-development relationship to a license.



Serono Development and Marketing Agreement for TACI-Ig



In August 2001, we entered into a collaborative development and marketing agreement with Ares Trading S.A., a wholly owned subsidiary of Serono S.A., focused on product candidates derived from two cellular receptors,
designated TACI and BCMA, that are involved in the regulation of the human immune system. During the term of the agreement, we and Serono will work together exclusively to develop biopharmaceutical products based on the two receptors. The ongoing
co-development of TACI-Ig in autoimmune diseases and cancer is pursuant to this agreement.



We share research and development expenses worldwide with the exception of Japan, where Serono covers all expenses. The research and development activities are governed by a steering committee made up of an equal
number of representatives from each company. Serono is responsible for manufacturing all products for both clinical trials and commercial sale. We retain an option to co-promote the sale of products with Serono in North America, which we can
exercise provided that we fund our share of the research and development expenses and meet certain sales force and marketing requirements. If we exercise the co-promotion option, we will share commercialization expenses and profits in North America
equally with Serono and Serono will have exclusive rights to market and sell products in the rest of the world, for which we will be entitled to receive royalties. In the event of certain changes in control of our company, we could lose our right to
co-promote products in North America.



Either company may
terminate its co-development and co-funding obligations upon 90 days notice until the start of Phase 2 clinical trials, after which time 180 days notice is required. If we were to terminate our co-development and co-funding obligations,
Serono would take control of all research and development, we would forgo our co-promotion rights in North America, we would be entitled to receive royalties on any product sales in North America in lieu of sharing in the profits from the sale of
products and Serono would continue to be obligated to make any milestone payments. If Serono were to terminate its co-development and co-funding obligations, all rights in any products would revert to us, and we could take control and fund all costs
of the research and development, subject to negotiation of commercially reasonable financial consideration to be paid to Serono. Furthermore, if clinical trials had begun prior to Seronos termination, Serono would be obligated to manufacture
product for use in clinical testing for up to one year from the termination date.



We granted Serono an exclusive license to our intellectual property relating to TACI, BCMA and certain other related technologies to make, use, have made, sell, offer to sell and import products based on TACI and
BCMA. Serono is required to pay royalties on sales, which may vary based on annual sales volume and the degree of patent protection provided by the licensed intellectual property. Royalty payments may be reduced if Serono is required to license
additional intellectual property from one or more third parties in order to commercialize a product or, in certain circumstances, if a product suffers from competition. Royalty obligations under the agreement continue on a country-by-country basis
until the date on which no valid patent claims relating to a product exist or, if the product is not covered by a valid patent claim, 15 years from the date of first sale of the product.



The term of the agreement began on August 30, 2001 and will continue for as long as a TACI or BCMA product is the subject of
an active development project or there is an obligation to pay royalties under the agreement. The agreement provides for an initial fee and milestone payments to be paid by Serono in connection with the development and approval of products, up to an
aggregate of $52.5 million.



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Other Out-licensed Product Candidates



In addition to the products we are developing internally or with
co-development partners, we have out-licensed several product candidates to third parties in return for milestone payments and royalties:



| |  |  | Platelet-derived growth factor, a growth factor that stimulates the growth of a variety of cell types. We have out-licensed this protein to BioMimetic Pharmaceuticals, Inc. (BMPI),
originally for the treatment of periodontal disease and bone defects of the head and face, and more recently for the treatment of all other bone defects. BMPI has completed a pivotal study of platelet derived growth factor in periodontal disease and
filed for regulatory approval in the United States and in Europe. In July 2004, BMPI received a unanimous recommendation for approval from the Dental Products Advisory Panel. Regulatory approval is currently expected in 2005. BMPI is expected to
initiate a clinical study in the first orthopedic indication in 2005.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Alpha 1-antitrypsin (AAT) is a protease inhibitor, which is being developed for the treatment of hereditary emphysema, a genetically determined condition that may result in serious
lung and/or liver disease, and other respiratory diseases. We have out-licensed this product candidate to Arriva Pharmaceuticals, Inc. Aerosolized AAT is being studied in a Phase 2 clinical trial in patients with hereditary emphysema. In late 2004,
Arriva successfully completed a preclinical study of AAT for preventing lung damage caused by smoking.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IL-20 is a new member of the IL-10 cytokine family. Novo Nordisk licensed the ex-North American rights to IL-20 in September 2001 pursuant to the option and license agreement and
the North American rights in March 2004 under a separate agreement. Our preclinical data suggest that IL-20 may play an important role in the regulation of cutaneous inflammation and the pathology of psoriasis, and therefore is a potential target
for the treatment of psoriasis.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | rFactor XIII is a recombinant version of a protein that is involved in blood clotting, and is being developed for the treatment of bleeding disorders. Novo Nordisk acquired rights
to this protein in October 2004 after we completed several Phase 1 clinical trials in healthy volunteers and in patients with congenital Factor XIII deficiency. Novo Nordisk plans to study rFactor XIII, both alone and in combination with Factor
VIIa, in patients with congenital Factor XIII deficiency and in patients undergoing cardiac surgery or cancer treatment.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IL-13 receptor subunit alpha2 (IL-13R) is a novel cytokine receptor which is closely related to other receptors involved in the regulation of the human immune system. A soluble form
of IL-13R alpha2 may have use as a potential therapeutic antagonist to inhibit IL-13 mediated activities. IL-13 has been implicated in a number of immunological diseases including asthma and hay fever. We out-licensed this receptor to Wyeth in
September 2001.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Fibroblast growth factor-18 (FGF-18) is a novel member of the fibroblast growth factor family of proteins. Our preclinical data suggest that FGF-18 may be useful for healing
cartilage damaged by injury or disease. We out-licensed this protein to Serono in September 2004 as part of the strategic alliance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | IL-22 receptor subunit alpha (IL-22RA) is a cytokine receptor that neutralizes both IL-20 and IL-22 activities and which is a target for development of a treatment for psoriasis. We
have out-licensed this protein to Serono in September 2004 as part of the strategic alliance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Currently Marketed Products



We have participated in the discovery or development of five recombinant protein products marketed by other companies.



| |  |  | Novolin® and NovoRapid®
(insulin), recombinant human insulin products marketed by Novo Nordisk worldwide for the treatment of diabetes. In collaboration with Novo Nordisk, we developed a process for the production of recombinant human insulin in yeast that is used by Novo
Nordisk.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | NovoSeven® (Factor VIIa), a protein involved in the generation of blood clots, marketed worldwide by Novo Nordisk for the treatment of hemophilia patients. We cloned the gene that codes for human Factor VII and developed a
process for the production of activated recombinant human Factor VII, or Factor VIIa, which led to the establishment of the manufacturing process that Novo Nordisk currently uses to produce this protein.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Regranex® (platelet-derived growth factor), a growth factor marketed by Ortho-McNeil Pharmaceuticals, Inc., a Johnson & Johnson company, for the treatment of non-healing diabetic ulcers. We cloned the gene that codes for
platelet-derived growth factor and demonstrated the importance of this protein in stimulating wound healing.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | GlucaGen® (glucagon), a protein marketed by Novo Nordisk, Bedford Laboratories and Eisai Co., Ltd. for use as an aid for gastrointestinal motility inhibition and for the treatment of severe hypoglycemia in diabetic patients
treated with insulin. In collaboration with Novo Nordisk, we developed a process for the production of this protein that is currently used by Novo Nordisk in the manufacture of GlucaGen.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cleactor (tPA analog), a modified form of the protein tissue plasminogen activator, marketed in Japan by Eisai for the treatment of myocardial infarction, or heart attacks. In collaboration with Eisai, we developed this
modified protein, which has enhanced properties that allow it to be given as a single injection.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We earn royalties on sales of all these products except for NovoSeven and NovoRapid, for which we received a one-time payment to satisfy future royalty
obligations. In the aggregate, we earned royalties of $11.3 million for the year ended December 31, 2004.



Other Collaborations



We recognize external collaborations as an important aspect of our success in analyzing and characterizing protein function. Where possible, we establish
collaborations with experts in the field who have a depth of knowledge on a select protein, protein category or disease state that is related to the understanding of our gene and protein discoveries. These collaborations serve to accelerate the rate
at which we can assess the biological functions of proteins and confirm medical hypotheses. In addition, throughout our history, we have collaborated actively with the University of Washington, a leading biomedical research institution, to explore
the biological function of proteins. The Universitys significant resources and expertise, together with its geographic proximity to us, have made it a valuable partner on a number of our projects.



Manufacturing



In 2004, we completed construction of an expanded research and development facility, which includes a pilot-scale GMP
manufacturing facility to be used to supply products for toxicology studies and clinical trials. This facility gives us the capability to manufacture products at up to 100-liter scale using bacterial production systems, and up to 500-liter scale
using mammalian cell production systems. We expect to begin production in this facility by mid 2005.



We have entered into a contract manufacturing agreement with Abbott Laboratories for the commercial scale production of rhThrombin, which is made in
mammalian cells. Under the terms of our collaborative development and marketing agreement, Serono will manufacture TACI-Ig, which is made in mammalian cells. Avecia Limited has manufactured our initial clinical supply of IL-21, which is manufactured
in E. coli.



Some of the inventions licensed to us were
initially developed at universities or other not-for-profit institutions with funding support from an agency of the United States government. In accordance with federal law, we or our licensees may be required to manufacture products covered by
patents in those inventions in the United States, unless we can obtain a waiver from the government on the basis that such domestic manufacture is not commercially feasible.



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Commercialization



We have developed the following three-pronged strategy for the development and commercialization of our product candidates:



Internal development.    We intend to
independently develop products for North America that we believe can be successfully developed with our current infrastructure, as well as additions made to our infrastructure over the next few years. To qualify for internal development, product
candidates must satisfy a number of criteria. Formulation, development and manufacturing of these products must initially be feasible through the use of contract providers. The anticipated clinical trials must be of a reasonable size and with fairly
well-defined endpoints and guidelines. Finally, the clinical indication and target market must be accessible with a relatively small sales force. We believe that certain of our product candidates, including rhThrombin and IL-21, meet these criteria.



Co-development.    We intend to
develop certain product candidates jointly with other companies. In these arrangements, we would expect to pay a share of the research and development costs, retain rights to co-promote or co-market the potential products, and share in the profits
from selling the potential products. Our criteria for selecting product candidates for co-development include our level of internal expertise related to the field, manufacturing requirements, clinical trial size and complexity, target market size
and investment considerations. If we determine that it is desirable to invest our capital in a development program for a product candidate, but we do not believe that we can internally meet the development requirements, we will seek a co-development
partner. TACI-Ig meets the criteria for co-development, and we have entered into a collaborative development and marketing agreement with Serono to co-develop this product candidate.



Out-licensing.    We intend to derive value from other product candidates through out-licensing
to biotechnology or pharmaceutical companies. From out-licensing transactions, we would expect to earn up-front license fees, milestone payments and royalties on sales. We also would expect no ongoing participation, financial or otherwise, in
development activities of these out-licensed products. In 2004, we out-licensed rFactor XIII and IL-20 to Novo Nordisk, and FGF-18 and IL-22RA to Serono. We believe that both of these companies have the infrastructure and expertise to capture and
maximize the market value of these product candidates.



Patents and
Proprietary Rights



We seek appropriate patent protection
for our proprietary technologies by filing patent applications in the United States. We have more than 290 unexpired issued or allowed United States patents, and over 250 pending United States patent applications. When appropriate, we also seek
foreign patent protection and to date have more than 700 issued or allowed foreign patents.



Our success will depend in large part on our ability to:



| |  |  | obtain patent and other proprietary protection for the genes, proteins and other inventions that we discover;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | enforce and defend patents once obtained;
| | - |  | -----------------------------------------



| |  |  | operate without infringing the patents and proprietary rights of third parties; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | preserve our trade secrets and confidential information.
| | - |  | --------------------------------------------------------



Our patents and patent applications are directed to composition of matter, methods of use and enabling technologies. Although we believe our patents and
patent applications provide a competitive advantage, the patent protection available for genes and therapeutic protein-based products is highly uncertain and involves complex legal and factual questions. No clear policy has emerged regarding the
breadth of patents in this area. The law is evolving concerning the scope of patent protection for partial gene sequences, full-length genes and their corresponding proteins. Also, there is substantial uncertainty regarding patent protection for
genes without



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known function or correlation with specific diseases. Social and political opposition to patents on genes may lead to narrower patent protection, or narrower
claim interpretation, for genes, their corresponding proteins and inventions related to their use and manufacture. Patent protection relating to genes and therapeutic protein-based products is also subject to a great deal of uncertainty outside the
United States, and patent laws are currently evolving in many countries. Changes in, or different interpretations of, patent laws in the United States and other countries may result in our inability to obtain patents covering the genes or proteins
we discover or to enforce patents that have been issued to us, and may allow others to use our discoveries to develop and commercialize therapeutic protein-based products.



We apply for patents covering our discoveries and technologies as we deem appropriate. However, we may fail to apply for
patents on important discoveries or technologies in a timely fashion or at all. Also, our pending patent applications may not result in the issuance of any patents. These applications may not be sufficient to meet the statutory requirements for
patentability, and therefore we may be unable to obtain enforceable patents covering the related discoveries or technologies we may want to commercialize. In addition, because patent applications in the United States are generally maintained in
secrecy for eighteen months after they are filed, we may learn that other parties may have filed patent applications on genes or their corresponding proteins before we filed applications covering the same genes or proteins, and we may not be the
first to discover these genes or proteins. Any patent applications filed by third parties may prevail over our patent applications or may result in patents that issue alongside patents issued to us, leading to uncertainty over the scope of the
patents or the freedom to practice the claimed inventions.



Although we have a number of issued patents, the discoveries or technologies covered by these patents may not have any therapeutic or commercial value. Also, issued patents may not provide commercially meaningful protection against
competitors. Other parties may be able to design around our issued patents or independently develop products having effects similar or identical to our patented product candidates. Some companies are currently attempting to develop therapeutic
protein-based products substantially equivalent to products patented by other parties by altering the amino acid sequence within the therapeutic protein-based product and declaring the altered product a new product. It may be easier to develop
substantially equivalent versions of therapeutic protein-based products such as monoclonal antibodies and soluble receptors than it is to develop substantially equivalent versions of the proteins with which they interact because there is often more
than one antibody or receptor that has the same therapeutic effect. Consequently, any existing or future patents we have that cover monoclonal antibodies or soluble receptors may not provide any meaningful protection against competitors. In
addition, the scope of our patents is subject to considerable uncertainty and competitors or other parties may obtain similar patents of uncertain scope. For example, other parties may discover uses for genes or proteins different from the uses
covered in our patents, and these other uses may be separately patentable. If another party holds a patent on the use of a gene or protein, then even if we hold the patent covering the composition of matter of the gene or protein itself, that other
party could prevent us from promoting and selling any product directed to such use. Also, other parties may have patents covering the composition of matter of genes or proteins for which we have patents covering only methods of use or methods of
manufacture of these genes or proteins. Furthermore, the patents we hold relating to recombinant human proteins, such as our patents covering rhThrombin, may not prevent competitors from developing, manufacturing or selling other versions of these
proteins. Moreover, although we hold patents relating to the manufacture of recombinant human thrombin, we have limited composition of matter patent protection covering thrombin. Accordingly, we may not be able to prevent other parties from
commercializing competing forms of recombinant human thrombin or from manufacturing thrombin using a different method.



Third parties may infringe our patents or may initiate proceedings challenging the validity or enforceability of our patents. The issuance of a patent is
not conclusive as to its validity or enforceability. Challenges raised in patent infringement litigation we initiate or in proceedings initiated by third parties may result in determinations that our patents have not been infringed or that they are
invalid, unenforceable or otherwise subject to limitations. In the event of any such determinations, third parties may be able to use the discoveries or technologies claimed in our patents without paying licensing fees or royalties to us, which
could significantly diminish the value of



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these discoveries or technologies. Because third parties may have patents that block or dominate our commercialization activities, we may be enjoined from
pursuing research, development or commercialization of potential products or may be required to obtain licenses, if available, to the third-party patents or to develop or obtain alternative technology. Responding to challenges initiated by third
parties may require significant expenditures and divert the attention of our management and key personnel from other business concerns. In addition, enforcing our patents against third parties may require significant expenditures regardless of the
outcome of such efforts.



In addition, third parties may
independently develop intellectual property similar to our patented intellectual property, which could result in, among other things, interference proceedings in the United States Patent and Trademark Office to determine priority of invention. An
interference proceeding is an administrative proceeding to determine which party was first to invent the contested subject matter. Responding to interference proceedings or other challenges initiated by third parties may require significant
expenditures and divert the attention of our management and key personnel from other business concerns.



Third parties may claim that our potential products, processes or related technologies infringe their patents. Patent litigation is very common in the
biopharmaceutical industry, and the risk of infringement claims is likely to increase as the industry continues to expand and as other companies obtain more patents and increase their efforts to discover genes and to develop proteins. Any patent
infringement claims that might be brought against us may cause us to incur significant expenses, divert the attention of our management and key personnel from other business concerns and, if successfully asserted against us, require us to pay
substantial damages. In addition, as a result of a patent infringement suit, we may be forced to stop or delay developing, manufacturing or selling potential products that are claimed to infringe a patent covering a third partys intellectual
property unless that party grants us rights to use its intellectual property. We may be unable to obtain these rights on terms acceptable to us, if at all. Even if we are able to obtain rights to a third partys patented intellectual property,
these rights may be nonexclusive, thereby giving our competitors access to the same intellectual property. Ultimately, we may be unable to commercialize our potential products or may have to cease some of our business operations as a result of
patent infringement claims.



In addition to our patented
intellectual property, we also rely on unpatented technology, trade secrets and confidential information, including our genetic sequence database and our bioinformatics algorithms. Our policy is to require our employees, consultants and advisors to
execute a confidentiality and proprietary information agreement before beginning their employment, consulting or advisory relationship with us. These agreements generally provide that the individual must keep confidential and not disclose to other
parties any confidential information developed or learned by the individual during the course of the individuals relationship with us except in limited circumstances. These agreements also generally provide that we shall own all inventions
conceived by the individual in the course of rendering services to us. The agreements may not provide effective protection of our technology or confidential information or, in the event of unauthorized use or disclosure, may not provide adequate
remedies.



As part of our business strategy, we work with third
parties in our research and development activities. Accordingly, disputes may arise about inventorship and corresponding rights to know-how and inventions resulting from the joint creation or use of intellectual property by us and our corporate
partners, licensors, scientific collaborators and consultants. In addition, other parties may circumvent any proprietary protection we do have. These parties may independently develop equivalent technologies or independently gain access to and
disclose substantially equivalent information, and confidentially agreements and material transfer agreements we have entered into with them may not provide us with effective protection.



Government Regulation



Regulation by government authorities in the United States, Europe, Japan and other countries is a significant consideration in our ongoing research and
product development activities and in the manufacture and marketing of our potential products. The FDA and comparable regulatory bodies in other countries currently regulate



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therapeutic proteins and related pharmaceutical products as biologics. Biologics are subject to extensive pre- and post-market regulation by the FDA,
including regulations that govern the collection, testing, manufacture, safety, efficacy, potency, labeling, storage, record keeping, advertising, promotion, sale and distribution of the products. The time required for completing testing and
obtaining approvals of our product candidates is uncertain but will take several years. Any delay in testing may hinder product development. In addition, we may encounter delays in product development or rejections of product applications due to
changes in FDA or foreign regulatory policies during the period of product development and testing. Failure to comply with regulatory requirements may subject us to, among other things, civil penalties and criminal prosecution; restrictions on
product development and production; suspension, delay or withdrawal of approvals; and the seizure or recall of products. The lengthy process of obtaining regulatory approvals and ensuring compliance with appropriate statutes and regulations requires
the expenditure of substantial resources. Any delay or failure, by us or our corporate partners, to obtain regulatory approvals could adversely affect our ability to commercialize product candidates, receive royalty payments and generate sales
revenue.



The nature and extent of the governmental pre-market
review process for our potential products will vary, depending on the regulatory categorization of particular products. The necessary steps before a new biological product may be marketed in the United States ordinarily include:



| |  |  | nonclinical laboratory and animal tests;
| | - |  | ----------------------------------------



| |  |  | compliance with product manufacturing requirements including, but not limited to, current GMP regulations;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | submission to the FDA of an investigational new drug (IND) application, which must become effective before clinical trials may commence;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | completion of adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug for its intended use;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | submission to the FDA of a biologics license application; and
| | - |  | -------------------------------------------------------------



| |  |  | FDA review and approval of the biologics license application prior to any commercial sale or shipment of the product.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



Nonclinical tests include laboratory evaluation of the product, as well as
animal studies to assess the potential safety concerns and efficacy of the product. Nonclinical safety tests must be conducted by laboratories that comply with current Good Laboratory Practices regulations. The results of nonclinical tests, together
with extensive manufacturing information, analytical data and proposed clinical trial protocols, are submitted to the FDA as part of an IND application, which must become effective before the initiation of clinical trials. The IND application will
automatically become effective 30 days after receipt by the FDA unless the FDA indicates prior to the end of such 30-day period that the application does not contain sufficient information to permit initiation of the clinical studies. If the FDA
raises any concerns related to the clinical program, it is possible that these concerns will not be resolved quickly, if at all. In addition, the FDA may impose a clinical hold on a proposed or ongoing clinical trial if, for example, safety concerns
arise, in which case the trial cannot commence or recommence without FDA authorization under terms sanctioned by the agency.



Clinical trials involve the administration of the product to healthy volunteers or to patients under the supervision of a qualified principal
investigator. Clinical trials are conducted in accordance with current Good Clinical Practices regulations under protocols that detail the objectives of the trial, inclusion and exclusion criteria, the parameters to be used to monitor safety and the
efficacy criteria to be evaluated. Protocols for each phase of the clinical trials are submitted to the FDA as an amendment to the IND application. Further, each clinical trial must be reviewed and approved by an independent institutional review
board at each institution. The institutional review board will consider, among other things, ethical factors, the safety of human subjects and the possibility of liability of the institution conducting the trial. An institutional review board may
require changes in a protocol, and the submission of an IND application does not guarantee that a trial will be initiated or completed.



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Clinical trials generally are conducted in three sequential phases that may overlap. In Phase 1, the
initial product is administered to healthy human subjects or patients, or both, to assess safety, metabolism, pharmacokinetics and pharmacological actions associated with increasing doses. Phase 2 usually involves trials in a limited patient
population to evaluate the efficacy of the potential product for specific, targeted indications, to determine dosage tolerance and optimum dosage, and to further identify possible adverse reactions and safety risks. If a compound appears to be
effective and to have an acceptable safety profile in Phase 2 evaluations, Phase 3 trials may be undertaken to evaluate further clinical efficacy in comparison to standard therapies, generally within a broader patient population at geographically
dispersed clinical sites. Phase 3 protocols are reviewed with the FDA to establish endpoints and data handling parameters. Phase 1, Phase 2 or Phase 3 testing may not be completed successfully within any specific period of time, if at all, with
respect to any of our potential products. Furthermore, we, an institutional review board, the FDA or other regulatory bodies may suspend a clinical trial at any time for various reasons, including a finding that the subjects or patients are being
exposed to an unacceptable health risk.



The results of
pharmaceutical development, nonclinical studies and clinical trials are submitted to the FDA in the form of a biologics license application for approval of the manufacture, marketing and commercial shipment of the biological product. The biologics
license application contains extensive manufacturing information, and each manufacturing facility must be inspected and approved by the FDA before a biologics license application can be approved. The testing and approval process is likely to require
substantial time, effort and resources, and necessary approvals may not be granted on a timely basis, if at all. The FDA may deny a biologics license application if applicable regulatory criteria or clinical endpoints have not been met. The FDA may
also require additional testing of the product or other information, or require post-market testing and surveillance to monitor the safety or efficacy of the product. In addition, after marketing approval is granted, the FDA may require
post-marketing clinical trials, which typically entail extensive patient monitoring and may result in restricted marketing of an approved product for an extended period of time.



Some of our product candidates may qualify as orphan drugs under the Orphan Drug Act of 1983. This act generally provides
incentives to manufacturers who undertake development and marketing of products to treat relatively rare diseases, defined as those diseases that affect fewer than 200,000 persons annually in the United States. A drug that receives orphan drug
designation by the FDA and is the first product to receive FDA marketing approval for its product claim is entitled to various advantages, including a seven-year exclusive marketing period in the United States for that product claim. However, any
new orphan drug that is under review by the FDA for the same or similar product claim will not be precluded from sale in the United States during the seven-year exclusivity period of the approved orphan drug, if the new product is significantly
different or clinically superior to the approved orphan drug. It is possible that none of our product candidates will be designated as an orphan drug by the FDA. Also, if one of our products receives orphan drug designation, that may not have a
positive effect on our revenues.



To manufacture and sell our
potential products, a domestic or foreign drug manufacturing facility must pass an FDA inspection of the facility. The facilities are inspected for compliance with applicable requirements, including current Good Manufacturing Practice (cGMP)
guidelines and must submit to continued periodic inspection by the FDA. In addition, the FDA imposes a number of complex regulations on entities that advertise and promote biologics, including, among others, standards and regulations for
direct-to-consumer advertising, off-label promotions, industry-sponsored scientific and educational activities, and promotional activities involving the Internet. The FDA has very broad enforcement authority under the Federal Food, Drug and Cosmetic
Act, and failure to abide by these regulations can result in penalties, including the issuance of a warning letter directing us to correct deviations from FDA standards, a requirement that future advertising and promotional materials be pre-cleared
by the FDA, and civil and criminal penalties.



FDA marketing
approval is only applicable in the United States. Marketing approval in foreign countries is subject to the regulations of those countries. The approval procedures vary among countries and can involve additional testing. The time required to obtain
approval may differ from that required for FDA approval.



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Although there are some centralized procedures for filings in the European Union countries, in general each country has its own procedures and requirements,
and compliance with these procedures and requirements may be expensive and time-consuming. Accordingly, there may be substantial delays in obtaining required approvals from foreign regulatory authorities after the relevant applications are filed, if
approvals are ultimately received at all.



We are also subject
to various federal, state and local laws, regulations and recommendations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals, and the use and disposal of hazardous or potentially hazardous
substances, including radioactive compounds and infectious disease agents, used in connection with our work. Government regulations that might result from future legislation or administrative action, including additions or changes to environmental
laws, may materially affect our business operations and revenues.



Competition



We compete with others to
identify, establish uses for and patent as many genes and their corresponding proteins as possible and to commercialize the products we develop from these genes and proteins. We face competition from other entities using sophisticated bioinformatics
technologies to discover genes, including Genentech, Inc., Human Genome Sciences, Inc., Curagen, Inc. and Amgen Inc. We also face competition from entities using more traditional methods to discover genes related to particular diseases, including
other large biotechnology and pharmaceutical companies. We expect that competition in our field will continue to be intense.



Research to identify genes is also being conducted by various institutes and government-financed entities in the United States and in foreign countries,
including France, Germany, Japan and the United Kingdom, as well as by numerous smaller laboratories associated with universities or other not-for-profit entities. In addition, a number of pharmaceutical and biotechnology companies and
government-financed programs are engaged or have announced their intention to engage in areas of research similar to or competitive with our focus on gene discovery, and other entities are likely to enter the field.



We believe the principal competitive factors affecting our markets are:



| |  |  | rights to develop and commercialize therapeutic protein-based products, including appropriate patent and proprietary rights;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | safety and effectiveness of therapeutic protein-based products;
| | - |  | ---------------------------------------------------------------



| |  |  | the timing and scope of regulatory approvals;
| | - |  | ---------------------------------------------



| |  |  | the cost and availability of these products;
| | - |  | --------------------------------------------



| |  |  | the availability of appropriate third-party reimbursement programs; and
| | - |  | -----------------------------------------------------------------------



| |  |  | the availability of alternative therapeutic products or treatments.
| | - |  | -------------------------------------------------------------------



Although we believe that we are well positioned to compete adequately with respect to these factors in the future, our future success is currently
difficult to predict because we are an early stage company; our internal product candidates are in early-stage clinical trials. Also, although we believe that our bioinformatics technologies and exploratory biology capabilities provide us with a
competitive advantage, any of the companies or other entities we compete with may discover and establish a patent position in one or more genes or proteins that we have identified and designated or considered designating as a product candidate. In
addition, any potential products based on genes or proteins we identify will face competition both from companies developing gene- or protein-based products and from companies developing other forms of treatment for diseases that may be caused by,
or related to, the genes or proteins we identify. Furthermore, our potential products, if approved and commercialized, may compete against well-established existing therapeutic protein-based products, many of



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which may be currently reimbursed by government health administration authorities, private health insurers and health maintenance organizations. Also, health
care professionals and consumers may prefer existing or newly developed products to any product we develop.



There has been much recent public discussion regarding the creation of laws permitting generic or follow on versions of biologics.
The FDA is studying the issue and there is increasing interest from lawmakers and the public. It is possible that laws will change to permit the approval of generic biologics requiring less than full clinical trials. As a result, we
could face greater competition in the marketplace.



Employees



As of December 31, 2004, we had 410 full-time employees,
approximately 310 of whom are dedicated to research and development. Each of our employees has signed a confidentiality agreement, and no employees are covered by a collective bargaining agreement. We have never experienced employment-related work
stoppages and consider our employee relations to be good.



Important Factors
That May Affect Our Business, Our Results of Operations and Our Stock Price



Risks Related to Our Business



We
have limited experience in developing products.



We have
not yet developed or commercialized any products on our own. Our contributions to the discovery or development of certain therapeutic proteins currently on the market do not indicate that we will be able to successfully develop products alone. Our
work relating to these marketed products generally did not include clinical trials or manufacturing, and we did not participate in marketing or other late-stage development or commercialization activities. We have limited experience with product
development activities and may not be successful in developing or commercializing any products.



Any failure or delay in commencing or completing clinical trials for product candidates could severely harm our business.



The successful commercialization of any product candidates will depend on
regulatory approval in each market in which our collaborators, our licensees or we intend to market the product candidates. Each of our product candidates must undergo extensive nonclinical studies and clinical trials as a condition to regulatory
approval. Nonclinical studies and clinical trials are time-consuming and expensive and together take several years to complete, and to date we have not completed the clinical testing of any product candidate on our own. The commencement and
completion of clinical trials for our product candidates may be delayed by many factors, including:



| |  |  | our inability or the inability of our collaborators or licensees to manufacture or obtain from third parties materials sufficient for use in nonclinical studies and clinical trials;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | delays in patient enrollment and variability in the number and types of patients available for clinical trials;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | difficulty in maintaining contact with patients after treatment, resulting in incomplete data;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | ineffectiveness of product candidates during the clinical trials;
| | - |  | -----------------------------------------------------------------



| |  |  | unforeseen safety issues or side effects; and
| | - |  | ---------------------------------------------



| |  |  | governmental or regulatory delays.
| | - |  | ----------------------------------



It is possible that none of our product candidates, whether developed on our own, with collaborators or by licensees, will complete clinical trials in any
of the markets in which we, our collaborators or licensees intend to sell those product candidates. Accordingly, our collaborators, our licensees or we may not receive the regulatory



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approvals needed to market our product candidates in any markets. Any failure or delay in commencing or completing clinical trials or obtaining regulatory
approvals for our product candidates could severely harm our business.



Clinical trials may fail to demonstrate the safety and effectiveness of our product candidates, which could prevent or significantly delay their regulatory approval.



Clinical trials involving our product candidates may reveal that those candidates are ineffective, have unacceptable
toxicity or have other unacceptable side effects. In addition, data obtained from tests are susceptible to varying interpretations, which may delay, limit or prevent regulatory approval. Likewise, the results of preliminary studies do not predict
clinical success, and larger and later-stage clinical trials may not produce the same results as earlier-stage trials. Frequently, product candidates that have shown promising results in early clinical trials have subsequently suffered significant
setbacks in later clinical trials. In addition, clinical trials of potential products often reveal that it is not practical or feasible to continue development efforts for these product candidates. For example, in 2004, Celltech Group plc
discontinued development of platelet-derived growth factor receptor antibody, a product candidate that Celltech licensed from us. Celltech concluded that the Phase 2 clinical trial results did not justify further development of the product
candidate.



We may be unable to satisfy the rigorous
government regulations relating to the development and commercialization of our product candidates.



Any failure to receive the regulatory approvals necessary to commercialize our product candidates could severely harm our business. Our product candidates
are subject to extensive and rigorous government regulation. The FDA regulates, among other things, the collection, testing, manufacturing, safety, efficacy, potency, labeling, storage, record keeping, advertising, promotion, sale and distribution
of therapeutic products. If our potential products are marketed abroad, they will also be subject to extensive regulation by foreign governments. None of our product candidates has been approved for sale in the United States or any foreign market,
and we have only limited experience in filing and pursuing applications necessary to gain regulatory approvals.



The regulatory review and approval process, which includes nonclinical studies and clinical trials of each product candidate, is lengthy, expensive and
uncertain. Securing FDA approval requires the submission of extensive nonclinical and clinical data and supporting information to the FDA for each indication to establish the product candidates safety and effectiveness. The approval process
typically takes many years to complete and may involve ongoing requirements for post-marketing studies. In addition, we may not achieve FDA approval of a product candidate even if we have met our internal safety and efficacy criteria and completed
clinical trials. Also, any FDA or other regulatory approval of our product candidates, once obtained, may be withdrawn. Government regulation may result in:



| |  |  | prohibitions or significant delays in the marketing of potential products;
| | - |  | --------------------------------------------------------------------------



| |  |  | discontinuation of marketing of potential products; and
| | - |  | -------------------------------------------------------



| |  |  | limitations of the indicated uses for which potential products may be marketed.
| | - |  | -------------------------------------------------------------------------------



If we fail to comply with the laws and regulations pertaining to our business, we may be subject to sanctions, including the
temporary or permanent suspension of operations, product recalls, marketing restrictions and civil and criminal penalties.



Because we currently have only limited capabilities to manufacture materials for clinical trials and no capability for commercial scale manufacturing,
we will have to rely on third parties to manufacture our potential products, and we may be unable to obtain required quantities in a timely manner or on acceptable terms, if at all.



We currently do not have the manufacturing facilities necessary to produce materials for commercial sale, and we have only
limited capabilities to produce materials for clinical trials. We intend to rely on collaborators



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and third-party contract manufacturers and suppliers to produce or provide the quantities of drug materials needed for some of our clinical trials and
commercialization of our potential products. We will have to rely on these manufacturers and suppliers to deliver materials on a timely basis and to comply with regulatory requirements, including current GMP regulations enforced by the FDA through
its facilities inspection program. These manufacturers and suppliers may not be able to meet our needs with respect to timing, quantity or quality of materials, and may fail to satisfy applicable regulatory requirements with respect to the
manufacturing of these materials. In addition, agreements that we have entered into with third-party contract manufacturers in the past contain, and any contracts that we enter into with third-party contract manufacturers in the future may contain,
limitations on the quantities of drug materials that such manufacturers will produce, and we may not be able to increase or decrease the supply of drug materials based on unanticipated changes in demand. If we are unable to contract for a sufficient
supply of needed materials on acceptable terms, or if we encounter delays in the delivery of materials from, or difficulties in our relationships with, manufacturers, our IND-enabling nonclinical studies and clinical trials may be delayed. Delays in
nonclinical studies could postpone the filing of IND applications or the initiation of clinical trials, and delays in clinical trials could postpone the subsequent submission of product candidates for regulatory approval and market introduction.



We may not be successful in developing internal
manufacturing capabilities or complying with applicable manufacturing regulations.



We completed construction in 2004 of an expanded research and development facility that includes dedicated pilot-scale GMP manufacturing suites for the production of therapeutic proteins for use in nonclinical and
clinical testing. We may be unable to establish the internal manufacturing capabilities necessary to develop our potential products. Therapeutic proteins are often more difficult and expensive to manufacture than other classes of drugs, and the
manufacture of therapeutic proteins may not be commercially feasible. Also, we will be required to adhere to rigorous GMP regulations in the manufacture of therapeutic proteins. We will need to hire and train employees to staff our pilot-scale GMP
manufacturing suites. These initial manufacturing suites will not provide us with the capability to produce drug materials for commercial sale. To develop this capability we would need to acquire larger manufacturing facilities. If any of our future
facilities cannot pass a pre-approval plant inspection, the FDA marketing approval of our product candidates may not be granted. In complying with these regulations and any applicable foreign regulatory requirements, we will be obligated to expend
time, money and effort in production, record keeping and quality assurance to assure that our potential products meet applicable specifications and other requirements. Any failure to comply with these requirements may subject us to regulatory
sanctions and delay or interrupt our development and commercialization efforts.



In addition, some of the inventions licensed to us were initially developed at universities or other not-for-profit institutions with funding support from an agency of the United States government. In accordance with
federal law, our licensees or we may be required to manufacture products covered by patents in those inventions in the United States, unless we can obtain a waiver from the government on the basis that such domestic manufacture is not commercially
feasible. We have not attempted to secure any such waivers from the government, and do not know if they would be available if sought. If we are not able to obtain such waivers on a timely basis, we might be forced to seek manufacturing arrangements
at higher prices, or on otherwise less favorable terms, than might be available to us in the absence of this domestic manufacturing requirement.



Because we will depend on third parties to conduct laboratory tests and clinical trials, we may encounter delays in or lose some control over our
efforts to develop product candidates.



We will rely on
third parties to design and conduct laboratory tests and clinical trials for us. If we are unable to obtain these services on acceptable terms, we may not be able to complete our product development efforts in a timely manner. Also, because we will
rely on third parties for laboratory tests and clinical trials, we may lose some control over these activities or be unable to manage them appropriately, or may become too dependent on these parties. These third parties may not complete the tests or
trials on schedule or when we request, and the tests or trials may be methodologically flawed or otherwise defective. Any delays or difficulties associated with third-party laboratory tests or clinical trials may delay the development of our product
candidates.



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Because we currently have no sales capabilities and limited marketing capabilities, we may be unable
to successfully commercialize our potential products.



We
currently have no direct sales capabilities and limited marketing capabilities. We expect that in the future we will rely on collaborators or other third parties to market products that we may develop. These third parties may not be successful in
marketing our potential products, and we will have little or no control over their marketing efforts. In addition, we may co-promote our potential products or retain marketing rights in North America to these products. If we decide to market
products directly, we will need to incur significant additional expenses and commit significant additional management resources to develop effective sales and marketing capabilities. We may not be able to establish these capabilities despite these
additional expenditures. In addition, co-promotion or other marketing arrangements with third parties to commercialize potential products could significantly limit the revenues we derive from these products.



Our bioinformatics-based discovery strategy is unproven, and genes or
proteins we have discovered may have no commercial value.



We do not know whether our bioinformatics-based therapeutic protein discovery strategy will yield commercially valuable products because we are in the early stages of development. For most of our corporate existence, we relied on
exploratory biology to study particular diseases and medical conditions and to find potential treatments. We shifted our emphasis to bioinformatics-based discovery in the mid 1990s. Bioinformatics is the use of high-powered computers, software and
analytical tools to interpret DNA sequence data and to assist in identifying those genes and proteins that are likely to play a meaningful role in human health. We use bioinformatics to discover genes and their corresponding proteins in genomic
databases, with the goal of developing therapeutic protein-based products based on these discoveries. We have focused our efforts on certain key protein categories, some of which have yielded successful products in the past. Prior successes of other
companies in commercializing protein-based products derived from these categories provide no indication that we will be able to establish the medical utility of any therapeutic proteins within these categories beyond those that have already been
identified. In addition, some of the protein categories on which we concentrate have not yielded any successful therapeutic protein products or late-stage clinical trial candidates. Research and development efforts we expend on these categories may
prove ineffective and may detract from our efforts to discover and develop therapeutic proteins within those categories that have shown more promise. Also, by focusing on specific categories of proteins, we may overlook other therapeutic proteins
not contained in these categories that ultimately will be successfully commercialized by others. We have only recently begun clinical testing of our first product candidates discovered through our bioinformatics-based efforts, and we are not aware
of any other company that has successfully commercialized products derived from bioinformatics-based research. Our bioinformatics-based strategy may not result in the successful development or commercialization of any products.



The availability of novel genomic data continues to decrease, which
negatively affects our ability to discover entirely novel therapeutic proteins.



We have relied on the generation of new genomic data for the discovery of novel genes and proteins. Because the flow of genomic data has slowed, it has become increasingly difficult for us to discover novel genes
through the analysis of this data. This decrease in the rate of generation of novel sequence data has impaired our ability to discover entirely novel therapeutic proteins, and we will need to continue to develop approaches to maintain the flow of
genes and proteins into our research and development pipeline.



Our patent applications may not result in issued patents, and our competitors may commercialize the discoveries we attempt to patent.



Our pending patent applications covering genes and their corresponding proteins may not result in the issuance of any patents. These applications may not
be sufficient to meet the statutory requirements for patentability, and therefore we may be unable to obtain enforceable patents covering the related therapeutic



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protein-based product candidates we may want to commercialize. In addition, other parties have filed or may file patent applications that cover genes,
proteins or related discoveries or technologies similar or identical to those covered in our patent applications. Because patent applications in the United States until recently have been maintained in secrecy until a patent issues, other parties
may have filed patent applications on genes or their corresponding proteins before we filed applications covering the same genes or proteins, and we may not be the first to discover these genes or proteins. Any patent applications filed by third
parties may prevail over our patent applications or may result in patents that issue alongside patents issued to us, leading to uncertainty over the scope of the patents or the freedom to practice with respect to the claimed inventions.



Third parties may infringe our patents or challenge their validity or
enforceability.



Third parties may infringe our patents or
may initiate proceedings challenging the scope, validity or enforceability of our patents. The issuance of a patent is not conclusive as to its scope, validity or enforceability. Challenges raised in patent infringement litigation we initiate or in
proceedings initiated by third parties may result in determinations that our patents have not been infringed or that they are invalid, unenforceable or otherwise subject to limitations. In the event of any such determinations, third parties may be
able to use the discoveries or technologies claimed or described in our patents without paying licensing fees or royalties to us, which could significantly diminish the value of our intellectual property. In addition, enforcing our patents against
third parties may require significant expenditures regardless of the outcome of such efforts.



Furthermore, third parties may independently develop intellectual property similar to our patented intellectual property, which could result in, among other things, interference proceedings in the United States Patent
and Trademark Office to determine priority of discovery or invention. Interference proceedings could result in the loss of or significant limitations on patent protection for our discoveries or technologies. Responding to interference proceedings or
other challenges initiated by third parties may require significant expenditures and divert the attention of our management and key personnel from other business concerns.



We may be subject to patent infringement claims, which could result in substantial costs and liability and prevent us
from commercializing our potential products.



Third
parties may claim that our potential products or related technologies infringe their patents. Patent litigation is very common in the biopharmaceutical industry, and the risk of infringement claims is likely to increase as the industry continues to
expand and as other companies obtain more patents and increase their efforts to discover genes and to develop proteins. Any patent infringement claims or similar legal impediments that might be brought against us may cause us to incur significant
expenses, divert the attention of our management and key personnel from other business concerns and, if successfully asserted against us, require us to pay substantial damages. In addition, as a result of a patent infringement suit, we may be forced
to stop or delay developing, manufacturing or selling potential products that are claimed to infringe a patent covering a third partys intellectual property unless that party grants us rights to use its intellectual property. We may be unable
to obtain these rights on terms acceptable to us, if at all. Even if we are able to obtain rights to a third partys patented intellectual property, these rights may be non-exclusive, and therefore our competitors may be able to obtain access
to the same intellectual property. Ultimately, we may be unable to commercialize our potential products or may have to cease some of our business operations as a result of patent infringement claims, which could severely harm our business.



Issued patents may not provide us with any competitive
advantage or provide meaningful protection against competitors.



Issued patents may not provide us with any competitive advantage. Although we have a number of issued patents, the discoveries or technologies covered by these patents may not have any value. In addition, issued patents may not provide
commercially meaningful protection against competitors. Other parties may be able to design around our issued patents or independently develop products having effects similar or identical to our patented product candidates. Some companies are
currently attempting to develop therapeutic protein-based



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products substantially equivalent to products patented by other parties by altering the amino acid sequence within the therapeutic protein-based product and
declaring the altered product a new product. It may be easier to develop substantially equivalent versions of therapeutic protein-based products such as monoclonal antibodies and soluble receptors than it is to develop substantially equivalent
versions of the proteins with which they interact because there is often more than one antibody or receptor that has the same therapeutic effect. Consequently, any existing or future patents we have that cover monoclonal antibodies or soluble
receptors may not provide any meaningful protection against competitors. In addition, the scope of our patents is subject to considerable uncertainty and competitors or other parties may obtain similar patents of uncertain scope. For example, other
parties may discover uses for genes or proteins different from the uses covered in our patents, and these other uses may be separately patentable. If another party holds a patent on the use or manufacture of a gene or protein, then even if we hold
the patent covering the composition of matter of the gene or protein itself, that other party could prevent us from selling any product directed to such use or using the manufacturing method covered by the other partys patent. Also, other
parties may have patents covering the composition of matter of genes or proteins for which we have patents covering only methods of use or methods of manufacture of these genes or proteins. Furthermore, the patents we hold relating to recombinant
human proteins, such as our patents covering rhThrombin, may not prevent competitors from developing, manufacturing or selling other versions of these proteins. Moreover, although we hold patents relating to the manufacture of recombinant human
thrombin, we have limited composition of matter patent protection covering thrombin. Accordingly, we may not be able to prevent other parties from commercializing competing forms of recombinant human thrombin or thrombin made through different
manufacturing methods.



The patent field relating to
therapeutic protein-based products is subject to a great deal of uncertainty, and if patent laws or the interpretation of patent laws change, our competitors may be able to develop and commercialize products based on proteins that we discovered.



The patent protection available for genes, proteins and
therapeutic protein-based products is highly uncertain and involves complex legal and factual questions that determine who has the right to develop a particular product. No consistent case law has emerged regarding the breadth of patents in this
area. There have been, and continue to be, policy discussions concerning the scope of patent protection that should be awarded to genes and their corresponding proteins. Social and political opposition to patents on genes may lead to narrower patent
protection for genes and their corresponding proteins. Patent protection relating to genes and therapeutic protein-based products is also subject to a great deal of uncertainty outside the United States, and patent laws are evolving and undergoing
revision in many countries. Changes in, or different interpretations of, patent laws in the United States and other countries may result in our inability to obtain patent protection for genes or proteins we discover or to enforce patents that have
been issued to us, and may allow others to use our discoveries to develop and commercialize therapeutic protein-based products.



We expect to incur significant expenses in applying for patent protection and prosecuting our patent applications.



We may fail to secure meaningful patent protection relating to any of our
existing or future product candidates, discoveries or technologies despite the expenditure of considerable resources. Our success depends significantly on the establishment of patent protection for the genes, proteins and related technologies we
discover or invent. Consequently, we intend to continue our substantial efforts in applying for patent protection and prosecuting pending and future patent applications. These efforts have historically required the expenditure of considerable time
and money, and we expect that they will continue to require significant expenditures. If future changes in United States or foreign patent laws complicate or hinder our efforts to obtain patent protection, the costs associated with patent
prosecution may increase significantly.



We may be unable to
protect our unpatented proprietary technology and information.



In addition to our patented intellectual property, we also rely on unpatented technology, trade secrets and confidential information. We may not be able to effectively protect our rights to this technology or information.



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Other parties may independently develop equivalent technologies or independently gain access to and disclose substantially equivalent information. Disputes
may arise about inventorship and corresponding rights to know-how and inventions resulting from the joint creation or use of intellectual property by us and our corporate partners, licensees, scientific and academic collaborators and consultants. In
addition, confidentiality agreements and material transfer agreements we have entered into with these parties and with employees and advisors may not provide effective protection of our technology or information or, in the event of unauthorized use
or disclosure, may not provide adequate remedies.



Our plan
to use collaborations to leverage our capabilities may not be successful.



As part of our business strategy, we have entered into collaboration arrangements with strategic partners to co-develop product candidates and will continue to evaluate similar opportunities. For our collaboration
efforts to be successful, we must identify partners whose competencies complement ours. We must also successfully enter into collaboration agreements with them on terms attractive to us and integrate and coordinate their resources and capabilities
with our own. We may be unsuccessful in entering into collaboration agreements with acceptable partners or negotiating favorable terms in these agreements. Also, we may be unsuccessful in integrating the resources or capabilities of these
collaborators. In addition, our collaborators may prove difficult to work with or less skilled than we originally expected. If we are unsuccessful in our collaborative efforts, our ability to develop and market product candidates could be severely
limited.



We may not be able to generate any revenue from
product candidates developed by collaborators or licensees if they are unable to successfully develop those candidates.



We may be unable to derive any value from product candidates developed by collaborators or licensees. Our ability to generate revenues from existing or
future collaborations and license arrangements is subject to numerous risks, including:



| |  |  | the possibility that our collaborators or licensees lack sufficient financial, technical or other capabilities to develop these product candidates;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the length of time that it takes for our collaborators or licensees to achieve various clinical development and regulatory approval milestones;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the inability of collaborators or licensees to successfully address any regulatory or technical challenges they may encounter; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the possibility that these product candidates may not be effective or may prove to have undesirable side effects, unacceptable toxicities or other characteristics that preclude
regulatory approval or prevent or limit commercial use.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Novo Nordisk and Serono have substantial rights to license proteins we discover, which may limit our ability to pursue other collaboration or licensing arrangements or maximize the benefit from our discoveries.



As part of our separation from Novo Nordisk, we granted Novo Nordisk options
to license certain rights to several of our potential therapeutic proteins under an option agreement. Although we generally retain North American rights to the proteins licensed by Novo Nordisk pursuant to this agreement, Novo Nordisk has rights to
these proteins in the rest of the world. In addition, under this agreement Novo Nordisk has worldwide rights, including rights in North America, to any licensed proteins that act to generate, expand or prevent the death of insulin-producing beta
cells. Novo Nordisk has already licensed five proteins, and it may license other proteins in the future pursuant to this agreement.



In 2004 we entered into a strategic alliance agreement with Serono, pursuant to which we granted Serono options to license certain rights to proteins in
our research pipeline. Although we retained the rights to co-develop and co-commercialize the licensed proteins in the United States, Serono has at least half interest in



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the United States rights and full rights to these proteins outside the United States, subject to the rights of Novo Nordisk under the above described option
agreement. Serono has already licensed three proteins as part of the strategic alliance, for which one we elected to pursue co-development, and it may license other proteins in the future pursuant to this agreement.



Our agreements with Novo Nordisk and Serono may:



| |  |  | preclude or delay opportunities to seek other collaborators for our product candidates, due to the fact that we cannot explore other collaboration opportunities relating to proteins
subject to the agreements until after Novo Nordisk and/or Serono has decided not to exercise an option with respect to the protein;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit the financial benefits we may derive from product candidates by allowing Novo Nordisk and/or Serono to license proteins in exchange for predetermined payments and royalties
and with predetermined cost-sharing arrangements, which payments and royalty rates may be less than, and which cost-sharing arrangements may be less favorable to us than, terms we might otherwise obtain in collaborative or licensing arrangements
with other parties;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | result in Novo Nordisk and/or Serono licensing proteins with the most therapeutic and commercial potential, leaving us with fewer or less desirable product candidates to develop on
our own or with other potential collaborators; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prevent us from collaborating with or licensing a product candidate to another company that, by virtue of its particular skills and capabilities, may be a more desirable
collaborator or licensing partner for that particular product candidate than Novo Nordisk or Serono.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Environmental and health and safety laws may result in liabilities, expenses and restrictions on our operations.



State and federal laws regarding environmental protection, hazardous
substances and human health and safety may adversely affect our business. The use of hazardous substances in our operations exposes us to the risk of accidental releases. If our operations result in contamination of the environment or expose
individuals to hazardous substances, we could be liable for damages and fines. Future changes to environmental and health and safety laws could cause us to incur additional expenses or restrict our operations. In addition, the site where our
principal headquarters and facilities are located has been listed as a contaminated property by the State of Washington due to its previous use by the City of Seattle as an electricity generating plant. The City of Seattle has agreed to defend us
against and indemnify us for any claims that arise from this pre-existing contamination, except to the extent that we caused the claim through our negligence or intentional fault, or to the extent that we contributed to the contamination that is the
subject of the claim, caused an increase in the clean-up costs or failed to comply with our obligations under our agreement with the City of Seattle. This indemnity may be insufficient and we may be subject to environmental liabilities or be
prohibited from using or occupying some or all of the property as a result of environmental claims.



Financial and Market Risks



We anticipate incurring additional losses and may not achieve profitability.



As of December 31, 2004, we had an accumulated deficit of $289.8 million. We expect to continue to incur increasing losses over the next several years,
and we may never become profitable. We are in the early stages of development as an independent company, and it will be a number of years, if ever, before we generate any revenues from our own product sales. Our revenues from existing collaborative
and licensing arrangements are insufficient to cover our operating expenses, and we may never generate revenues from these or any future arrangements sufficient to cover these expenses. In addition, we will continue to incur substantial expenses
relating to our research and development efforts. We anticipate that these expenses will increase as we focus on the laboratory tests and clinical trials required to obtain the regulatory approvals necessary for the sale of any



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products. The development of our product candidates will require significant further research, development, testing and regulatory approvals. We may not be
able to complete such development or succeed in developing products that will generate revenues that will justify the costs of development.



If we do not obtain substantial additional funding on acceptable terms, we may not be able to continue to grow our business or generate enough revenue
to recover our investment in research and development.



Our business does not currently generate the cash needed to finance our operations. We anticipate that we will continue to expend substantial funds on our research and development programs. We expect that these expenditures will increase
significantly over the next several years as we continue to hire additional employees and expand our clinical development activities. We will need to seek additional funding through public or private financings, including equity financings, and
through other arrangements, including collaborative and licensing arrangements. Poor financial results, unanticipated expenses or unanticipated opportunities that require financial commitments could give rise to additional financing requirements
sooner than we expect. However, financing may be unavailable when we need it or may not be available on acceptable terms. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our existing
shareholders will be diluted, and these securities may have rights superior to those of our common stock. If we are unable to raise additional funds when we need them, we may be required to delay, scale back or eliminate expenditures for some of our
research or development programs. We may also be required to grant rights to third parties to develop and market product candidates that we would prefer to develop and market internally, and such rights may be granted on terms that are not favorable
to us. If we were required to grant such rights, the ultimate value of these product candidates to us would be reduced.



Our operating results are subject to fluctuations that may cause our stock price to decline.



Our operating results have fluctuated in the past and are likely to continue
to do so in the future. Our revenues are unpredictable and may fluctuate due to the timing of licensing fees or the achievement of milestones under new or existing licensing and collaborative arrangements. In addition, our expenses may fluctuate
from quarter to quarter due to the timing of expenses, particularly with respect to contract manufacturing and clinical and nonclinical testing. We believe that period-to-period comparisons of our past operating results are not good indicators of
our future performance and should not be relied on to predict our future operating results. For example, for periods prior to 2000, most of our revenues represented payments received from Novo Nordisk for research and development activities we
conducted on its behalf. This arrangement terminated in 2000 in connection with our separation from Novo Nordisk. It is possible that in the future our operating results in a particular quarter or quarters will not meet the expectations of
securities analysts or investors, causing the market price of our common stock to decline.



Risks Related to Our Industry



Many of our competitors have substantially greater capabilities and resources than we do and may be able to develop and commercialize products before we do.



We may be unable to compete successfully against our current or future
competitors. We expect that competition in our field will continue to be intense. We face competition from other entities involved in the research and development of therapeutic proteins, including Genentech, Inc., Human Genome Sciences, Inc.,
Curagen, Inc. and Amgen Inc. We also face competition from entities developing other types of products related to particular diseases, including other biotechnology and pharmaceutical companies. Furthermore, our potential products, if approved and
commercialized, may compete against well-established existing therapeutic protein-based products, many of which may be currently reimbursed by government health administration authorities, private health insurers and health maintenance
organizations.



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Many of our existing and potential competitors have substantially greater research and product
development capabilities and financial, scientific, marketing and human resources than we do. As a result, these competitors may:



| |  |  | succeed in identifying genes or proteins, or developing therapeutic protein-based products, earlier than we do;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | obtain approvals for products from the FDA or other regulatory agencies more rapidly than we do;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | obtain patents that block or otherwise inhibit our ability to develop and commercialize our product candidates;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | develop treatments or cures that are safer or more effective than those we propose to develop;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | devote greater resources to marketing or selling their products;
| | - |  | ----------------------------------------------------------------



| |  |  | introduce or adapt more quickly to new technologies or scientific advances, which could render our discovery technologies obsolete;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | introduce products that make the continued development of our potential products uneconomical;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | withstand price competition more successfully than we can;
| | - |  | ----------------------------------------------------------



| |  |  | more effectively negotiate third-party collaborative or licensing arrangements; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | take advantage of acquisition or other opportunities more readily than we can.
| | - |  | ------------------------------------------------------------------------------



Our product candidates, even if approved by the FDA or foreign regulatory agencies, may not achieve market acceptance among hospitals, insurers or
patients.



Our product candidates, even if approved by the
FDA or foreign regulatory agencies, may fail to achieve market acceptance, which would impair our ability to become profitable. We believe that market acceptance of our potential products will depend on our ability to provide acceptable evidence of
safety, efficacy and limited side effects, our ability to provide these potential products at reasonable prices and the availability of third-party reimbursement for these potential products. In addition, market acceptance depends on the
effectiveness of our sales and marketing capabilities. To date, we have no direct sales capabilities and limited marketing capabilities.



If the health care system, reimbursement policies or any other health care related regulations change, the prices of our potential products may fall or
our potential sales may decline.



In recent years,
officials have made numerous proposals to change the health care system in the United States. These proposals include measures that would limit or prohibit payments for certain medical procedures and treatments or subject the pricing of
pharmaceuticals to government control. Government and other third-party payors increasingly have attempted to contain health care costs by limiting both coverage and the level of reimbursement of newly approved health care products. They may also
refuse to provide any coverage of uses of approved products for medical indications other than those for which the FDA has granted marketing approval. Governments may adopt future legislative proposals and federal, state or private payors for health
care goods and services may take further action to limit payments for health care products and services. In addition, in certain foreign countries, particularly the countries of the European Union, the pricing of prescription pharmaceuticals is
subject to governmental control. Any of these factors could limit our ability to successfully commercialize our potential products.



Another factor that may affect the pricing of drugs is the Medicare Prescription Drug Plan legislationa proposed Congressional action concerning
drug reimportation into the United States. This legislation gives additional discretion to the Secretary of Health and Human Services in regards to drug reimportation from foreign countries, including those where drugs are sold at a lower price. If
legislation or regulations were passed allowing the reimportation of drugs, a decrease in price for any products we develop may result, leading to a negative impact upon our revenues and prospects for profitability.



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Negative public opinion and increased regulatory scrutiny of genetic and clinical research may limit
our ability to conduct our business.



Ethical, social and
legal concerns about genetic and clinical research could result in additional regulations restricting or prohibiting some of our activities or the activities of our suppliers and collaborators. In recent years, federal and state agencies,
congressional committees and foreign governments have expressed interest in further regulating the biotechnology industry. More restrictive regulations could delay nonclinical studies or future clinical trials, or prevent us from obtaining
regulatory approvals or commercializing any products. In addition, animal rights activists may protest our use of animals in research and development and may attempt to disrupt our operations, which could cause us to incur significant expenses and
distract our managements attention from other business concerns.



The failure to attract or retain key management or other personnel could decrease our ability to discover, develop and commercialize potential products.



We depend on our senior executive officers as well as key scientific, management and other personnel. Only a few of our key
personnel are bound by employment agreements, and those with employment agreements are bound only for a limited period of time. Further, we have not purchased key-person life insurance policies for any of our executive officers or key personnel.
Competition for scientists and other qualified employees is intense among pharmaceutical and biotechnology companies, and the loss of qualified employees, or an inability to attract, retain and motivate the additional highly skilled employees
required for the expansion of our activities, could hinder our ability to discover, develop and commercialize potential products.



We may be required to defend lawsuits or pay damages in connection with alleged or actual harm caused by our product candidates.



We face an inherent business risk of exposure to product liability claims in
the event that the use of our product candidates is alleged to have resulted in harm to others. This risk exists in clinical trials as well as in commercial distribution. We may incur significant expenses if product liability lawsuits against us are
successful. Although we maintain product liability insurance, our coverage may not be adequate to cover such claims.



Risks Related to Ownership of Our Stock



Our stock price may be volatile.



The market price of our common stock may fluctuate significantly in response to many factors beyond our control, including:



| |  |  | changes in the recommendations of securities analysts or changes in their financial estimates of our operating results;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | failures in meeting performance expectations of securities analysts or investors;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | fluctuations in the valuations of companies perceived by securities analysts or investors to be comparable to us; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | share price and volume fluctuations attributable to inconsistent trading volume levels of our shares.
| | - |  | -----------------------------------------------------------------------------------------------------



Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to
affect the market prices of equity securities of many companies. In particular, there have been high levels of volatility in the market prices of securities of biotechnology companies. These fluctuations often have been unrelated or disproportionate
to the operating performance of those companies. These market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively
impact the market price of our common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to



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securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in
substantial costs and divert our managements attention from other business concerns, which could seriously harm our business.



Certain of our shareholders have significant control of our management and affairs, which they could exercise against other shareholders best
interests.



Novo Nordisk, together with Warburg Pincus
Equity Partners, L.P., beneficially owned an aggregate of approximately 50% of our outstanding common stock as of December 31, 2004. Representatives of these shareholders hold four out of eight seats on our board of directors pursuant to contractual
obligations. These shareholders, acting together, have the ability to significantly influence our management and affairs and matters requiring shareholder approval, including the election of directors and approval of significant corporate
transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, these shareholders, acting together, may be able to cause a change in control, as well as delay or prevent a change in control. They may also
discourage a potential acquirer from making a tender offer or otherwise attempting to effect a change in control, even if such a change in control would benefit our other shareholders.



Provisions in our charter documents could prevent or frustrate any attempts to replace our current board of directors or
management by shareholders.



Our articles of incorporation
and bylaws contain provisions, such as undesignated preferred stock and prohibitions on cumulative voting in the election of directors, which could make it more difficult for a third party to acquire us without the consent of our board of directors.
Also, our articles of incorporation provide for a staggered board, removal of directors only for cause and certain requirements for calling special shareholder meetings. In addition, our bylaws require advance notice of shareholder proposals and
nominations and impose restrictions on the persons who may call special shareholder meetings. These provisions may have the effect of preventing or hindering any attempts by our shareholders to replace our current board of directors or management.



Website Access to Our SEC Reports



Our Internet address is www.zymogenetics.com. We make our periodic SEC
reports (Form 10-Q and Form 10-K), current reports (Form 8-K) and amendments to these reports available free of charge through our website as soon as reasonably practicable after they are filed electronically with the SEC. We may from time to
time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by SEC rules.



Item 2.    Properties



We are headquartered in Seattle, Washington, where we lease space in several buildings in close proximity to one another. We lease a total of approximately 235,000 square feet in these buildings, as shown in the following table.



|                       |  |             |  |                                         |  |                      
|---------------------- |  | ----------- |  | --------------------------------------- |  | ---------------------
|Property               |  | Square Feet |  | Use                                     |  | Lease ExpirationDates
|Lake Union Steam Plant |  | 106,000     |  | Laboratories and offices                |  | May 2019             
|Earl Davie Building    |  | 98,000      |  | Laboratories, manufacturing and offices |  | May 2019             
|1144 Eastlake Building |  | 31,000      |  | Offices                                 |  | January 2012         



In 2004, we completed
an expansion of the Earl Davie Building, adding approximately 45,000 square feet of additional laboratory, manufacturing and office space. We own land adjacent to one of the existing buildings,



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which we are holding for potential expansion in the future. In addition, we are aware of available office space in several nearby buildings. We believe that
our existing facilities, together with available, planned and potential expansion space, will be adequate to fulfill our needs for the foreseeable future.



Item 3.    Legal Proceedings



None.



Item 4.    Submission Of Matters To A Vote Of Security Holders



No matters were submitted to a vote of our shareholders during the fourth quarter of our fiscal year ended December 31, 2004.



PART II



Item 5.    Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities



Our common stock began trading on the Nasdaq Stock Market under the symbol ZGEN on February 1, 2002. As of March 1, 2005, we
had approximately 50 shareholders of record and 3,500 beneficial holders of our stock. We have never paid cash dividends and do not anticipate paying them in the foreseeable future.



The following table sets forth, for the fiscal periods indicated, the range of high and low closing sales prices of our
common stock as quoted on the Nasdaq Stock Market:



|                             |  |      |       |     |   |      
|---------------------------- |  | ---- | ----- | --- | - | -----
|                             |  | High |       | Low
|Year Ended December 31, 2004 |  |      |       |     |   |      
|1stQuarter                   |  | $    | 19.02 |     | $ | 14.52
|2ndQuarter                   |  |      | 19.00 |     |   | 15.45
|3rdQuarter                   |  |      | 19.29 |     |   | 12.80
|4thQuarter                   |  |      | 24.48 |     |   | 17.03
|                             |  |     
|Year Ended December 31, 2003 |  |      |       |     |   |      
|1stQuarter                   |  | $    | 10.18 |     | $ | 8.03 
|2ndQuarter                   |  |      | 16.98 |     |   | 9.00 
|3rdQuarter                   |  |      | 16.20 |     |   | 11.36
|4thQuarter                   |  |      | 16.07 |     |   | 12.10



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Item 6.    Selected Financial Data



The following selected financial data should be read in conjunction with the financial statements and notes to the financial statements and Managements Discussion and Analysis of Financial Condition and
Results of Operations contained elsewhere in this Form 10-K. The selected Statement of Operations Data for the years ended December 31, 2004, 2003 and 2002 and Balance Sheet Data as of December 31, 2004 and 2003 have been derived from our
audited financial statements appearing elsewhere in this Form 10-K. The selected Statement of Operations Data for the years ended December 31, 2001 and 2000 and Balance Sheet Data as of December 31, 2002, 2001, and 2000 have been derived from our
audited financial statements that are not included in this Form 10-K. Historical results are not necessarily indicative of future results.



|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|------------------------------------------------------------------------------ |  | ------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                               |  | Years Ended December 31,              |        
|                                                                               |  | 2004                                  |         |   | 2003 |   |         | 2002 |  |   | 2001    |   |  | 2000 |        
|                                                                               |  | (in thousands, except per share data) |        
|Statement of Operations Data:                                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Revenues                                                                       |  | $                                     | 35,694  |   |      | $ | 25,957  |      |  | $ | 52,775  |   |  | $    | 17,828  |   |  | $ | 32,464  |  
|Operating expenses:                                                            |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Research and development(1)                                                    |  |                                       | 94,287  |   |      |   | 63,464  |      |  |   | 61,735  |   |  |      | 42,557  |   |  |   | 45,422  |  
|General and administrative(2)                                                  |  |                                       | 19,007  |   |      |   | 15,843  |      |  |   | 20,458  |   |  |      | 15,970  |   |  |   | 15,984  |  
|Noncash stock-based compensation expense                                       |  |                                       | 9,295   |   |      |   | 7,054   |      |  |   | 7,188   |   |  |      | 3,507   |   |  |   |        |  
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total operating expenses                                                       |  |                                       | 122,589 |   |      |   | 86,361  |      |  |   | 89,381  |   |  |      | 62,034  |   |  |   | 61,406  |  
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Loss from operations                                                           |  |                                       | (86,895 | ) |      |   | (60,404 | )    |  |   | (36,606 | ) |  |      | (44,206 | ) |  |   | (28,942 | )
|Other income (expense):                                                        |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Investment income                                                              |  |                                       | 4,944   |   |      |   | 6,519   |      |  |   | 7,354   |   |  |      | 7,250   |   |  |   | 5,417   |  
|Interest expense                                                               |  |                                       | (6,869  | ) |      |   | (5,622  | )    |  |   | (904    | ) |  |      | (13     | ) |  |   | (848    | )
|Other, net                                                                     |  |                                       | 64      |   |      |   | (64     | )    |  |   | (187    | ) |  |      |        |   |  |   | (111    | )
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Total other income (expenses)                                                  |  |                                       | (1,861  | ) |      |   | 833     |      |  |   | 6,263   |   |  |      | 7,237   |   |  |   | 4,458   |  
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Loss before provision for income taxes                                         |  |                                       | (88,756 | ) |      |   | (59,571 | )    |  |   | (30,343 | ) |  |      | (36,969 | ) |  |   | (24,484 | )
|Benefit (provision) for income taxes                                           |  |                                       |        |   |      |   |        |      |  |   |        |   |  |      | 90      |   |  |   | (5,893  | )
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net loss                                                                       |  |                                       | (88,756 | ) |      |   | (59,571 | )    |  |   | (30,343 | ) |  |      | (36,879 | ) |  |   | (30,377 | )
|Preferred stock dividend and accretion                                         |  |                                       |        |   |      |   |        |      |  |   | (1,718  | ) |  |      | (20,610 | ) |  |   | (2,903  | )
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net loss attributable to common shareholders                                   |  | $                                     | (88,756 | ) |      | $ | (59,571 | )    |  | $ | (32,061 | ) |  | $    | (57,489 | ) |  | $ | (33,280 | )
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic and diluted net loss per share                                           |  | $                                     | (1.64   | ) |      | $ | (1.26   | )    |  | $ | (0.75   | ) |  | $    | (4.85   | ) |  | $ | (3.38   | )
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Weighted-average shares used in computing basic and diluted net loss per share |  |                                       | 54,157  |   |      |   | 47,317  |      |  |   | 42,578  |   |  |      | 11,846  |   |  |   | 9,846   |  
|                                                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Balance Sheet Data:                                                            |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash, cash equivalents and short-term investments                              |  | $                                     | 324,998 |   |      | $ | 299,892 |      |  | $ | 285,438 |   |  | $    | 147,077 |   |  | $ | 172,976 |  
|Working capital                                                                |  |                                       | 297,361 |   |      |   | 287,413 |      |  |   | 272,236 |   |  |      | 138,493 |   |  |   | 166,245 |  
|Total assets                                                                   |  |                                       | 412,184 |   |      |   | 375,909 |      |  |   | 347,934 |   |  |      | 205,435 |   |  |   | 228,637 |  
|Mandatorily redeemable convertible preferred stock                             |  |                                       |        |   |      |   |        |      |  |   |        |   |  |      | 260,540 |   |  |   | 239,930 |  
|Total shareholders equity (deficit)                                           |  |                                       | 278,550 |   |      |   | 287,915 |      |  |   | 269,341 |   |  |      | (79,402 | ) |  |   | (27,269 | )

---

|(1) |  | The years ended December 31, 2004, 2003, 2002, and 2001 exclude noncash stock-based compensation expense of $4,802, $4,284, $4,318, and $2,028, respectively.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The years ended December 31, 2004, 2003, 2002, and 2001 exclude noncash stock-based compensation expense of $4,493, $2,770, $2,870, and $1,479, respectively.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



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Item 7.    Managements Discussion and Analysis of Financial Condition and Results of Operations



Overview



We are a biopharmaceutical company focused on discovering, developing and commercializing therapeutic protein based products for the treatment of human
diseases. The process for taking one of our discoveries to the marketplace is long, complex and very costly. It is difficult to predict the time it will take to commercialize any given product candidate, but it would not be unusual to span ten years
or more and cost hundreds of millions of dollars. It is also a business of attrition; it is expected that less than 20% of the proteins entering human clinical trials will actually make it to the marketplace. For the products that do make it,
particularly for those that address previously unmet medical needs, the markets can be significant, with a number of successful products selling in excess of $1 billion per year.



An important element of our strategy is that we intend to maintain all or a significant share of the commercial rights to
our products in North American markets. As a result, we will be required to pay a significant portion of the development costs for our product candidates. A second important element of our strategy is that we are developing a broad portfolio of
product candidates to give our company more opportunities to be successful. We currently have three product candidates in clinical development and expect to add additional proteins to this portfolio in the future. Thus, we are paying a significant
portion of development costs for several potential products. Assuming these product candidates progress through clinical development successfully, the cost of clinical trials are expected to increase significantly.



Our most significant financial challenges are to obtain adequate funding to
cover the cost of product development, and to control spending and direct it toward product candidates that will create the most value for the Companys shareholders over the long term. It can be a complex and highly subjective process to
establish the appropriate balance between cash conservation and value generation. There are a number of important factors that we consider in addressing these challenges, including the following:



| |  |  | the nature, timing and magnitude of financing transactions, which would typically involve issuance of equity or equity-based securities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the nature and timing of product development collaborations, which would typically provide for funding of a portion of the respective product development costs, as well as bring in
near-term potential revenues in the form of upfront fees and milestone payments;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the breadth of product development programs, i.e., the number of potential disease indications for which a product candidate is tested in clinical trials;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the number of products in our development portfolio and the decision to move new product candidates into clinical development; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | periodic assessments of the relative capital requirements, risk and value of each of our product candidates.
| | - |  | ------------------------------------------------------------------------------------------------------------



We expect that it will be at least four to five years before we can generate
enough product-related revenues to reach cash flow breakeven. In the interim, revenues from existing relationships will help to defray our expenses, but additional funding will be required, the amount of which could be significant. We may decide to
enter into additional product development collaborations, which would reduce our funding requirements. We may also generate funding through licensing of patents that are not relevant to our product development programs.



It is likely that we will continue to look for opportunities to raise equity
capital as a primary means of funding our company over the next several years. The equity markets for biotechnology stocks have tended to experience long cycles during which the sale of equity securities has been extremely difficult. It is not
possible to predict the timing or length of these cycles. As a result, most biotechnology companies, including ours, have adopted an opportunistic strategy of raising equity capital when it is available. We believe this strategy is important to
minimizing the financial risks to our company and our shareholders.



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Results of Operations



Revenues



Royalties.    We earn royalties on sales of certain products subject to license agreements with Novo Nordisk, our former parent
and current owner of approximately 38% of our outstanding common stock, and several other companies. Royalties increased in 2004 and 2003 primarily due to the weakening of the U.S. Dollar versus foreign currencies prominent in certain royalty
calculations. We expect underlying sales figures to decrease slightly in 2005 due to patent expiration in certain countries; however royalty revenue for 2005 is expected to be comparable to 2004 as a result of the favorable effect of foreign
exchange rate differences. In 2004 and 2003, insulin royalties represented 59% of our total royalty revenues. We have opportunities to earn royalties in the future under other existing license agreements, but we cannot be certain when, or if,
products will be sold subject to those licenses.



Option
fees.    In all three years presented, we earned an annual option fee of $7.5 million from Novo Nordisk under an option and license agreement, pursuant to which we have given Novo Nordisk an option to license certain rights
to proteins that we discover. The initial term of this agreement expired in November 2004; however, Novo Nordisk exercised its right to extend the agreement in 2004 and will pay $7.5 million per year for two additional years. In November 2004 we
received the first of the two annual payments, of which $6.5 million is recorded as deferred revenue at December 31, 2004. We will receive the final payment under the agreement in November 2005.



In September 2004, we signed a five-year strategic alliance agreement with
Serono under which Serono may acquire rights and licenses to certain leads and targets from our research and development pipeline. We recorded revenue of $683,000 from this agreement in 2004, and $15.0 million was recorded as deferred revenue, which
we expect will be recognized at a rate of $3.1 million per year.



Ig-fusion protein license fee.    In 2002, as part of a lawsuit settlement, we earned a $30.0 million license fee related to the granting of a license to our Ig-fusion protein patents. This was a one-time payment
for a fully paid-up license and, therefore, we will not earn any future revenues with respect to this agreement.



License fees and milestones payments.    Revenues from license fees and other up-front payments are recognized over the period
we are contractually required to provide other rights or services that represent continuing obligations. Revenue from license fees and milestone payments increased 79% from 2003 to 2004. This was primarily due to the license fees and milestones
earned from Novo Nordisk related to rFactor XIII, IL-20 and three licenses granted under the Option and License Agreement. Revenues from license fees and milestone payments increased 24% from 2002 to 2003. This was primarily due to revenues earned
related to an IL-21 development collaboration with Novo Nordisk. During the fourth quarter of 2004, we signed a license agreement for rFactor XIII with Novo Nordisk and several license and collaborative development agreements with Serono related to
the strategic alliance, with substantial upfront payments received from each company. At December 31, 2004, $21.2 million related to these agreements was recorded as deferred revenue. Together with amounts deferred under previous license and
collaboration agreements, we currently expect the following amounts of deferred revenue to be recognized as license fee revenue in future periods (in thousands):



|           |  |   |       
|---------- |  | - | ------
|2005       |  | $ | 12,582
|2006       |  |   | 6,277 
|2007       |  |   | 2,527 
|2008       |  |   | 2,527 
|2009       |  |   | 2,147 
|Thereafter |  |   | 1,143 
|           |  |   |       
|Total      |  | $ | 27,203
|           |  |   |       



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For certain license agreements that require no continuing performance of us, we record license fees as
revenue upon execution of the agreement. We recognize revenues from milestone payments that represent completion of separate and substantive earnings processes when the milestone is achieved and amounts are due and payable. From year to year, this
revenue item can fluctuate substantially based on the completion of new licensing or collaborative agreements and the achievement of development related milestones. Although this revenue item increased both in 2003 and 2004 due to an increasing
number of transactions and milestone payments, we cannot be certain this trend will continue in 2005 and beyond due to the uncertain nature of the events generating the revenue.



Operating Expenses



Research and development expense.    Research and development expense has been our most significant expense to date, consisting
primarily of salaries and benefit expenses, costs of consumables, facility costs and external costs. Research and development expense increased in each of the past two years, by 49% in 2004 and by 3% in 2003. Increases over the periods reported
largely resulted from significantly increased activities for the development of our current product candidates, rhThrombin, TACI-Ig and IL-21. Over the past three years, we have experienced a substantial increase in external costs for contract
manufacturing, clinical trials and payments to Serono related to our TACI-Ig collaboration. In addition, salaries and benefits have increased primarily due to the addition of approximately 70 employees who are focused on product development. Our
expense in 2003 reflects an offset of $4.9 million from costs reimbursed by Novo Nordisk under an IL-21 preclinical collaboration agreement, which ended in early 2004. Without the impact of this reimbursement, research and development expense would
have increased by 11% in 2003. These trends are shown in the following table (in thousands).



|                                           |  |      |        |   |      |   |        |      |  |   |       
|------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------
|                                           |  | 2004 |        |   | 2003 |   |        | 2002
|Salaries and benefits                      |  | $    | 38,496 |   |      | $ | 32,679 |      |  | $ | 27,920
|Consumables                                |  |      | 9,681  |   |      |   | 8,601  |      |  |   | 9,082 
|Facility costs                             |  |      | 5,687  |   |      |   | 4,551  |      |  |   | 3,923 
|External costs                             |  |      | 35,809 |   |      |   | 17,956 |      |  |   | 15,741
|Depreciation and amortization              |  |      | 4,652  |   |      |   | 4,564  |      |  |   | 5,069 
|                                           |  |      |        |   |      |   |        |      |  |   |       
|Subtotal                                   |  |      | 94,325 |   |      |   | 68,351 |      |  |   | 61,735
|IL-21 cost reimbursement from Novo Nordisk |  |      | (38    | ) |      |   | (4,887 | )    |  |   |      
|                                           |  |      |        |   |      |   |        |      |  |   |       
|Net research and development expense       |  | $    | 94,287 |   |      | $ | 63,464 |      |  | $ | 61,735
|                                           |  |      |        |   |      |   |        |      |  |   |       



We anticipate that
research and development expense will continue to increase in the foreseeable future as we continue to advance, and potentially expand, our internal product development programs. In 2005, we expect that a number of factors, including the following,
will contribute to an increase in research and development expense:



| |  |  | costs of expanded clinical trial activity for ongoing product development programs;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | increased staffing to support expanded and advancing product development programs, particularly in the clinical, medical, regulatory, manufacturing and quality areas; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | costs of operating our new pilot-scale manufacturing facility.
| | - |  | --------------------------------------------------------------



Partially offsetting these factors, we have shifted the manufacture of rhThrombin registration lots from late 2005 to early 2006, thus deferring
significant contract expenses. As a result, we estimate that research and development expense will increase by less than 10% in 2005.



General and administrative expense.    General and administrative expense consists primarily of salaries and benefit expenses,
professional fees and other corporate costs. In 2004, we reclassified all patent related costs to



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general and administrative expenses from research and development expenses in accordance with Statement of Financial Accounting Standards No. 2,
Accounting for Research and Development Costs. The amounts reclassified were $4.3 million, $4.4 million and $3.8 million for the years 2004, 2003 and 2002, respectively.



In 2004, general and administrative expense increased 20% over 2003 primarily due to:



| |  |  | an increase in headcount related costs, including recruiting;
| | - |  | -------------------------------------------------------------



| |  |  | an increase in state and local taxes related to transaction fees received;
| | - |  | --------------------------------------------------------------------------



| |  |  | legal costs related to business development activities; and
| | - |  | -----------------------------------------------------------



| |  |  | strategic marketing costs in support of planning for rhThrombin commercialization.
| | - |  | ----------------------------------------------------------------------------------



In 2003, this expense decreased 23% versus 2002 primarily due to:



| |  |  | a decrease in legal costs related to a patent infringement lawsuit settled in late 2002;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | a decrease in external costs related to the write-off in 2002 of design and engineering costs for a terminated construction project; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | cost control initiatives undertaken by the company in late 2002 and early 2003.
| | - |  | -------------------------------------------------------------------------------



We anticipate that our general and administrative requirements will increase to support our development programs as they
advance towards commercialization. We estimate that general and administrative expense may increase by up to 25% in 2005 as compared to 2004 expense.



Noncash stock-based compensation expense.    In 2001 and early 2002, prior to the completion of our initial public offering,
stock options were granted to employees and directors at exercise prices below the estimated fair value of the common stock on the date of grant. As a result, we recorded total deferred stock-based compensation of $29.2 million. Deferred stock-based
compensation is being amortized to expense over the vesting periods of the underlying options, generally four years, using the straight-line method. The expense declined from 2002 to 2003 due to cancellation of unvested options held by employees who
terminated their employment with the Company. In 2004, the expense increased due to a one-time compensation charge of $3.2 million related to the repayment of loans by certain executives with shares of common stock originally purchased with the loan
proceeds. The compensation expense equaled the difference between the estimated fair value of the shares on the date of the loan payment less the exercise price or the value of the shares previously used as the basis for recording compensation
expense. This increase was partially offset by the cancellation of unvested options held by employees who terminated their employment with the Company.



In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123(R) (SFAS 123(R)), Share-Based
Payment, that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the
enterprises equity instruments or that may be settled by the issuance of such equity instruments. The Statement eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25, Accounting for Stock
Issued to Employees, and generally requires instead that such transactions be accounted for using a fair-value-based method. Disclosure of the effect of expensing the fair value of equity compensation is currently required under existing
literature (see Note 1 to the financial statements). SFAS 123(R) will become effective for periods beginning after June 15, 2005, which will be in our third fiscal quarter in 2005. At that time, we will begin expensing amounts related to employee
stock options. The adoption of SFAS 123(R) will have a material impact on our results of operations. We have begun, but not completed, the process of evaluating the option valuation methods and adoption transition alternatives available under SFAS
123(R). Accordingly, we are not able to provide an estimate of the amount by which our net loss will increase after SFAS 123(R) is adopted.



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Other Income (Expense)



Other income (expense) consists primarily of investment income and interest expense. Investment income is generated
primarily from investment of our cash reserves in investment grade, fixed-income securities. There are three primary factors affecting the amount of investment income that we report: amount of cash reserves invested, the effective interest rate, and
the amount of gains or losses recognized. The following table shows how each of these factors affected investment income for the three years reported (in thousands).



|                                           |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                           |  | 2004 |         |   | 2003 |   |         | 2002 | 
|Weighted average amount of cash reserves   |  | $    | 284,948 |   |      | $ | 256,471 |      |  | $ | 219,321 |  
|Effective interest rate                    |  |      | 1.79    | % |      |   | 2.16    | %    |  |   | 3.09    | %
|                                           |  |      |         |   |      |   |         |      |  |   |         |  
|Investment income before gains and losses  |  |      | 5,102   |   |      |   | 5,535   |      |  |   | 6,772   |  
|Net gains (losses) on sales of investments |  |      | (158    | ) |      |   | 984     |      |  |   | 582     |  
|                                           |  |      |         |   |      |   |         |      |  |   |         |  
|Investment income, as reported             |  | $    | 4,944   |   |      | $ | 6,519   |      |  | $ | 7,354   |  
|                                           |  |      |         |   |      |   |         |      |  |   |         |  



We have accounted for
the sale-leaseback transaction completed in October 2002 as a financing transaction. Under this method of accounting, an amount equal to the net proceeds of the sale is considered a long-term interest bearing liability. Rent payments under the
leases are considered to be payments toward the liability and are allocated to principal and interest. We recorded interest of $6.9 million, $5.6 million, $896,000 for the years ended December 31, 2004, 2003 and 2002, respectively.



Liquidity and Capital Resources



As of December 31, 2004, we had cash, cash equivalents and short-term
investments of $325.0 million, which we intend to use to fund our operations and capital expenditures over the next several years. These cash reserves are held in a variety of investment-grade, fixed-income securities, including corporate bonds,
commercial paper and money market instruments. We believe that our existing cash resources should provide sufficient funding for approximately three years.



Cash flows from operating activities.    The amount of cash used to fund our operating activities generally tracks our net
losses, with the following exceptions:



| |  |  | noncash expenses, such as depreciation and amortization, gains or losses on sale or disposal of assets, and noncash stock-based compensation, which do not result in uses of cash;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | net realized gains and losses, and amortization of premium on short-term investments, which are reflected as sources of cash from investing activities upon maturity or sale of the
respective investments;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in receivables, which generally represent temporary timing differences between the recognition of certain revenues and the subsequent receipt of cash payments;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in deferred revenue, which reflect the difference in timing between the receipt of cash from option fees, license fees and other upfront payments and the subsequent
recognition of these amounts as revenue over the period we are contractually required to provide other rights or services that represent continuing obligations; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in other assets and liabilities, which generally represent temporary timing differences between the recognition of certain expenses and their payment.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



Generally, with the exception of changes in
deferred revenue, we do not expect these items to generate material year-to-year fluctuations in the relationship between our net loss and the amount of net cash used in operating activities. Substantial license or upfront fees may be received upon
the date we enter into new licensing or collaborative agreements and be recorded as deferred revenue. For example, in 2004 upon the execution of a strategic alliance agreement with Serono and a license agreement with Novo Nordisk, we recorded $36.2
million



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of deferred revenue, which will be recognized as revenue over the next approximately five years. The timing of these types of transactions is irregular and,
thus, has the potential to create fluctuations in the relationship between our net loss and the amount of cash used in operating activities.



Cash flows from investing activities.    Our most significant use of cash in investing activities is for capital expenditures.
We expend a certain amount each year on routine items to maintain the effectiveness of our business, e.g., to adopt newly developed technologies, expand into new functional areas, adapt our facilities to changing needs, and/or replace obsolete
assets. In addition, we have used cash to purchase land and expand our facilities. The following table shows the amount of cash going toward each of these types of capital expenditures (in thousands):



|                                                                     |  |      |        |      |   |        |  |   |      
|-------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | -----
|                                                                     |  | 2004 |        | 2003 |   | 2002  
|Routine equipment/facility expenditures                              |  | $    | 3,364  |      | $ | 2,390  |  | $ | 5,923
|Purchases of land for future expansion                               |  |      |       |      |   |       |  |   | 2,975
|Expansion of R&D facility, including pilot scale manufacturing plant |  |      | 13,605 |      |   | 10,172 |  |   | 1,045
|                                                                     |  |      |        |      |   |        |  |   |      
|Total                                                                |  | $    | 16,969 |      | $ | 12,562 |  | $ | 9,943
|                                                                     |  |      |        |      |   |        |  |   |      



The R&D facility
expansion project had an approved total budget of approximately $26 million including all related equipment costs. The project was partially funded by an allowance from our landlord, which totaled $14.9 million and is reflected as cash flow from
financing activities. The project began in April 2003 and was completed in mid-2004. We expect to spend approximately $6 million to $8 million in 2005 on capital equipment.



Cash flows from investing activities also reflect large amounts of cash used to purchase short-term investments and received
from the sale and maturity of short-term investments. These amounts primarily relate to shifts between cash and cash equivalents and short-term investments. Because we manage our cash usage with respect to our total cash, cash equivalents and
short-term investments, we do not consider these cash flows to be important to an understanding of our liquidity and capital resources.



Cash flows from financing activities.    Net proceeds from common stock offerings constitute by far the largest element of
financing cash flows. We received $110.7 million in net proceeds from our initial public offering in 2002, $71.3 million from an underwritten follow-on offering completed in October 2003, and $66.8 million from the sale of common stock to both Amgen
and Serono in 2004. In 2002, we received $50.5 million of net proceeds from the completion of a sale and leaseback of our headquarter buildings, which has been accounted for as a financing transaction. Our landlord provided an allowance of $14.9
million to be applied toward the cost of the R&D facility expansion project described above. We received $7.9 million of this amount in 2003 and the remainder in 2004.



We expect to incur substantial additional costs as we continue to advance and expand our product development programs. We
expect these expenditures to increase over the next several years, particularly if the outcomes of clinical trials are successful. Our plans include the internal development of selected product candidates and the co-development of product candidates
with collaborators where we would assume a percentage of the overall product development costs. If, at any time, our prospects for financing these programs decline, we may decide to reduce our ongoing investment in our development programs. We could
reduce our investment by discontinuing our funding under existing co-development arrangements, establishing new co-development arrangements for other product candidates to provide additional funding sources or out-licensing product candidates that
we might otherwise develop internally. Additionally, we could consider delaying or discontinuing development of product candidates to reduce the level of our related expenditures.



Our long-term capital requirements and the adequacy of our available funds will depend on several factors, many of which may
not be in our control, including:



| |  |  | results of research and development programs;
| | - |  | ---------------------------------------------



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| |  |  | cash flows under existing and potential future arrangements with licensees, collaborators and other parties;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | costs involved in filing, prosecuting, enforcing and defending patent claims; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | costs associated with the expansion of our facilities.
| | - |  | ------------------------------------------------------



Over the next several years we will need to seek additional funding through public or private financings, including equity financings, and through other
arrangements, including collaborative arrangements. Poor financial results, unanticipated expenses or unanticipated opportunities that require financial commitments could give rise to additional financing requirements sooner than we expect. However,
financing may be unavailable when we need it or may not be available on acceptable terms. If we raise additional funds by issuing equity or equity-based securities, the percentage ownership of our existing shareholders would be reduced, and these
securities could have rights superior to those of our common stock. If we are unable to raise additional funds when we need them, we could be required to delay, scale back or eliminate expenditures for some of our development programs or expansion
plans, or grant rights to third parties to develop and market product candidates that we would prefer to develop and market internally, with license terms that are not favorable to us.



Contractual Obligations



At December 31, 2004 we are contractually obligated to make payments as follows (in thousands):



|                           |  |                        |         |                  |   |          |  |           |        |                   |   |        |  |   |       
|-------------------------- |  | ---------------------- | ------- | ---------------- | - | -------- |  | --------- | ------ | ----------------- | - | ------ |  | - | ------
|                           |  | Payments Due by Period
|                           |  | Total                  |         | Less than 1 Year |   | 1-3Years |  | 4-5 Years |        | More than 5 Years
|Building lease obligations |  | $                      | 130,186 |                  | $ | 7,104    |  | $         | 14,963 |                   | $ | 16,028 |  | $ | 92,091
|Operating leases           |  |                        | 8,835   |                  |   | 1,180    |  |           | 2,435  |                   |   | 2,506  |  |   | 2,714 
|Development contracts      |  |                        | 17,764  |                  |   | 11,062   |  |           | 6,702  |                   |   |       |  |   |      
|                           |  |                        |         |                  |   |          |  |           |        |                   |   |        |  |   |       
|Total                      |  | $                      | 156,785 |                  | $ | 19,346   |  | $         | 24,100 |                   | $ | 18,534 |  | $ | 94,805
|                           |  |                        |         |                  |   |          |  |           |        |                   |   |        |  |   |       



The building lease
obligations, which resulted from the sale-leaseback financing transaction, reflect the reset of the lease terms to 15 years beginning May 2004. Operating lease terms range from one to ten years. We have certain renewal provisions at our option,
which are not reflected in the above table, for the building leases and the operating leases. The development contracts include the production of Phase 3 supply and registration lots of rhThrombin, which may also be used for commercial purposes.



Critical Accounting Estimates



Royalty revenue.    We earn royalties on two
proteins marketed and sold by Novo Nordisk, insulin and glucagon, which represented 70% of our royalty revenue in 2004. Royalties are received from Novo Nordisk quarterly within 60 days after the end of the calendar quarter. For insulin, the
royalties are based on manufacturing costs for the quantity of insulin sold during the quarter. These costs are calculated in Danish Kroner, and then converted to U.S. Dollars based on the exchange rate at the end of the quarter. Royalties earned on
sales of glucagon are calculated as a percentage of net sales. We accrue estimated royalties at the end of each quarter based on historical sales data, estimates provided to us by Novo Nordisk and changes in the Danish Kroner to U.S. Dollar exchange
rate. Adjustments are made in the following quarter reflecting the difference between our estimates and actual reported royalties and, to date, have not been significant.



We also earn royalties on several products marketed by other companies. Royalties on these products are received within 30
to 60 days after the end of each calendar quarter. We accrue estimated royalties at the end of each quarter based on historical sales data. Adjustments are made in the following quarter reflecting the difference between our estimates and actual
reported royalties. To date, these adjustments have not been significant.



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License and upfront fees.    We enter into various licensing and collaborative
agreements that generate significant license or other upfront fees with subsequent milestone payments earned upon completion of development milestones. We use our best judgment to estimate the period over which we have continuing commitments to
perform under these agreements. Revenue from upfront fees is recognized on a straight-line basis over this period, which has ranged in duration from six months to ten years. For certain license agreements that require no continuing performance on
our part, license fee revenue is recognized immediately upon execution of the agreement.



Stock based compensation.    As permitted by the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFAS 123), we have elected
to follow Accounting Principles Board No. 25, Accounting for Stock Issued to Employees (APB 25), in accounting for employee stock option grants and apply the disclosure-only provisions of SFAS 123 to account for our stock option plans. Under
APB 25, compensation expense is based on the excess, if any, of the estimated fair value of our stock at the date of grant over the exercise price of the option. Prior to the completion of our initial public offering, we granted options with
exercise prices that were lower than the estimated fair value of the stock on the date of grant. We used our best judgment to estimate the fair value of our stock as of the various grant dates, which resulted in share prices ranging from $9.09 to
$15.11. Based on these estimated values, we recorded $29.2 million of deferred compensation, which is being amortized over the vesting period of the individual options using the straight-line method. We expect to record stock-based compensation
expense of $2.2 million, pursuant to APB 25, through June 30, 2005.



Effective July 2005, we will record share-based compensation in accordance with the recently issued Statement of Financial Accounting Standards No. 123(R), Share-based Payment (SFAS 123(R). The adoption of SFAS 123(R) will have a
material impact on our results of operations. We have begun, but not completed, the process of evaluating the option valuation methods and adoption transition alternatives available under SFAS 123(R). Accordingly, we are not able to provide an
estimate of the amount by which our net loss will increase after SFAS 123(R) is adopted.



Item 7A.    Qualitative and Quantitative Disclosures About Market Risk



Our exposure to market risk is primarily limited to interest income sensitivity, which is affected by changes in the general level of United States
interest rates, particularly because the majority of our investments are in short-term debt securities. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without
significantly increasing risk. To minimize risk, we maintain our portfolio of cash, cash equivalents and short-term investments in a variety of interest-bearing instruments, including United States government and agency securities, high-grade United
States corporate bonds, asset-backed securities, commercial paper and money market funds. Due to the nature of our short-term investments, all of which mature within three years, we believe that we are not subject to any material market risk
exposure. We have no other material foreign currency exposure, nor do we hold derivative financial instruments.



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Item 8.    Financial Statements and Supplementary Data



|                                                        |  |                  
|------------------------------------------------------- |  | -----------------
|                                                        |  | Page in Form 10-K
|Report of Independent Registered Public Accounting Firm |  | 47  48          
|                                                        | 
|Balance Sheets                                          |  | 49               
|                                                        | 
|Statements of Operations                                |  | 50               
|                                                        | 
|Statement of Changes in Shareholders Equity            |  | 51               
|                                                        | 
|Statements of Cash Flows                                |  | 52               
|                                                        | 
|Notes to Financial Statements                           |  | 53  68          



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

and Shareholders of

ZymoGenetics, Inc.



We have completed an
integrated audit of ZymoGenetics, Inc.s 2004 financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 financial statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.



Financial statements



In our opinion, the accompanying balance sheets and the related statements of operations, of shareholders equity and of cash flows present fairly,
in all material respects, the financial position of ZymoGenetics, Inc. (the Company) at December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004 in
conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



Internal control over financial reporting



Also, in our opinion, managements assessment, included in Item 9A,
that the Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2004 based on criteria established in Internal ControlIntegrated Framework issued by the COSO. The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of
the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on managements assessment and on the effectiveness of the Companys internal control over financial reporting based on our audit. We
conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions.



A companys
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A companys internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable



47



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assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/    PRICEWATERHOUSECOOPERS LLP

Seattle, Washington

March 11, 2005



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ZYMOGENETICS, INC.



BALANCE
SHEETS

(in thousands)



|                                                                                                                                            |  |              |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                                                                                            |  | December 31, |         
|                                                                                                                                            |  | 2004         |          |   | 2003 |  
|Assets                                                                                                                                      |  |              |          |   |      |   |          |  
|Current assets                                                                                                                              |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                                   |  | $            | 117,308  |   |      | $ | 97,576   |  
|Short-term investments                                                                                                                      |  |              | 207,690  |   |      |   | 202,316  |  
|Receivables                                                                                                                                 |  |              |          |   |      |   |          |  
|Related party                                                                                                                               |  |              | 2,612    |   |      |   | 3,458    |  
|Trade                                                                                                                                       |  |              | 2,213    |   |      |   | 1,189    |  
|Interest and other receivables                                                                                                              |  |              | 1,391    |   |      |   | 1,228    |  
|Prepaid expenses and other assets                                                                                                           |  |              | 3,296    |   |      |   | 2,777    |  
|                                                                                                                                            |  |              |          |   |      |   |          |  
|Total current assets                                                                                                                        |  |              | 334,510  |   |      |   | 308,544  |  
|Property and equipment, net                                                                                                                 |  |              | 71,960   |   |      |   | 62,341   |  
|Other assets                                                                                                                                |  |              | 5,714    |   |      |   | 5,024    |  
|                                                                                                                                            |  |              |          |   |      |   |          |  
|Total assets                                                                                                                                |  | $            | 412,184  |   |      | $ | 375,909  |  
|                                                                                                                                            |  |              |          |   |      |   |          |  
|Liabilities and Shareholders Equity                                                                                                        |  |              |          |   |      |   |          |  
|Current liabilities                                                                                                                         |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                            |  | $            | 3,867    |   |      | $ | 4,808    |  
|Accrued liabilities                                                                                                                         |  |              | 11,104   |   |      |   | 8,301    |  
|Deferred revenue                                                                                                                            |  |              | 22,178   |   |      |   | 8,022    |  
|                                                                                                                                            |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                                   |  |              | 37,149   |   |      |   | 21,131   |  
|Construction advance from landlord                                                                                                          |  |              |         |   |      |   | 7,918    |  
|Lease obligations                                                                                                                           |  |              | 66,085   |   |      |   | 50,629   |  
|Deferred revenue                                                                                                                            |  |              | 26,485   |   |      |   | 4,957    |  
|Other noncurrent liabilities                                                                                                                |  |              | 3,915    |   |      |   | 3,359    |  
|                                                                                                                                            |  |             
|Commitments and contingencies                                                                                                               |  |              |          |   |      |   |          |  
|                                                                                                                                            |  |             
|Shareholders equity                                                                                                                        |  |              |          |   |      |   |          |  
|Common stock, no par value, 150,000 shares authorized, 57,574 and 52,494 issued and outstanding at December 31, 2004 and 2003,
respectively |  |              | 572,564  |   |      |   | 498,602  |  
|Non-voting common stock, no par value, 30,000 shares authorized                                                                             |  |              |         |   |      |   |         |  
|Notes receivable from shareholders                                                                                                          |  |              |         |   |      |   | (725     | )
|Deferred stock compensation                                                                                                                 |  |              | (2,966   | ) |      |   | (9,455   | )
|Accumulated deficit                                                                                                                         |  |              | (289,789 | ) |      |   | (201,033 | )
|Accumulated other comprehensive income                                                                                                      |  |              | (1,259   | ) |      |   | 526      |  
|                                                                                                                                            |  |              |          |   |      |   |          |  
|Total shareholders equity                                                                                                                  |  |              | 278,550  |   |      |   | 287,915  |  
|                                                                                                                                            |  |              |          |   |      |   |          |  
|Total liabilities and shareholders equity                                                                                                  |  | $            | 412,184  |   |      | $ | 375,909  |  
|                                                                                                                                            |  |              |          |   |      |   |          |  



The accompanying notes
are an integral part of these financial statements.



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ZYMOGENETICS, INC.



STATEMENTS
OF OPERATIONS

(in thousands, except per share data)



|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                                                                  |  | Years ended December 31, |        
|                                                                                                                                                  |  | 2004                     |         |   | 2003 |   |         | 2002 | 
|Revenues                                                                                                                                          |  |                          |         |   |      |   |         |      |  |   |         |  
|Royalties                                                                                                                                         |  |                          |         |   |      |   |         |      |  |   |         |  
|Related party                                                                                                                                     |  | $                        | 7,871   |   |      | $ | 6,409   |      |  | $ | 4,986   |  
|Other                                                                                                                                             |  |                          | 3,417   |   |      |   | 2,988   |      |  |   | 3,010   |  
|Option fees                                                                                                                                       |  |                          |         |   |      |   |         |      |  |   |         |  
|Related party                                                                                                                                     |  |                          | 7,500   |   |      |   | 7,500   |      |  |   | 7,500   |  
|Other                                                                                                                                             |  |                          | 683     |   |      |   |        |      |  |   |        |  
|Ig-fusion protein license fee                                                                                                                     |  |                          |        |   |      |   |        |      |  |   | 30,000  |  
|License fees and milestone payments                                                                                                               |  |                          |         |   |      |   |         |      |  |   |         |  
|Related party                                                                                                                                     |  |                          | 12,316  |   |      |   | 4,128   |      |  |   | 2,328   |  
|Other                                                                                                                                             |  |                          | 3,907   |   |      |   | 4,932   |      |  |   | 4,951   |  
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|Total revenues                                                                                                                                    |  |                          | 35,694  |   |      |   | 25,957  |      |  |   | 52,775  |  
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                                                                                  |  |                          |        
|Operating expenses                                                                                                                                |  |                          |         |   |      |   |         |      |  |   |         |  
|Research and development (excludes noncash stock-based compensation expense of $4,802 in 2004, $4,284 in 2003 and $4,318 in 2002,
respectively)   |  |                          | 94,287  |   |      |   | 63,464  |      |  |   | 61,735  |  
|General and administrative (excludes noncash stock-based compensation expense of $4,493 in 2004, $2,770 in 2003 and $2,870 in 2002,
respectively) |  |                          | 19,007  |   |      |   | 15,843  |      |  |   | 20,458  |  
|Noncash stock-based compensation expense                                                                                                          |  |                          | 9,295   |   |      |   | 7,054   |      |  |   | 7,188   |  
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|Total operating expenses                                                                                                                          |  |                          | 122,589 |   |      |   | 86,361  |      |  |   | 89,381  |  
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|                                                                                                                                                  |  |                          |        
|Loss from operations                                                                                                                              |  |                          | (86,895 | ) |      |   | (60,404 | )    |  |   | (36,606 | )
|Other income (expense)                                                                                                                            |  |                          |         |   |      |   |         |      |  |   |         |  
|Investment income                                                                                                                                 |  |                          | 4,944   |   |      |   | 6,519   |      |  |   | 7,354   |  
|Interest expense                                                                                                                                  |  |                          | (6,869  | ) |      |   | (5,622  | )    |  |   | (904    | )
|Other, net                                                                                                                                        |  |                          | 64      |   |      |   | (64     | )    |  |   | (187    | )
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|Total other income (expense)                                                                                                                      |  |                          | (1,861  | ) |      |   | 833     |      |  |   | 6,263   |  
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|Net loss                                                                                                                                          |  |                          | (88,756 | ) |      |   | (59,571 | )    |  |   | (30,343 | )
|Preferred stock dividend and accretion on mandatorily redeemable convertible preferred stock                                                      |  |                          |        |   |      |   |        |      |  |   | (1,718  | )
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|Net loss attributable to common shareholders                                                                                                      |  | $                        | (88,756 | ) |      | $ | (59,571 | )    |  | $ | (32,061 | )
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|Net loss per sharebasic and diluted                                                                                                              |  | $                        | (1.64   | ) |      | $ | (1.26   | )    |  | $ | (0.75   | )
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  
|Weighted-average sharesbasic and diluted                                                                                                         |  |                          | 54,157  |   |      |   | 47,317  |      |  |   | 42,578  |  
|                                                                                                                                                  |  |                          |         |   |      |   |         |      |  |   |         |  



The accompanying notes
are an integral part of these financial statements.



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ZYMOGENETICS, INC.



STATEMENT
OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT)

(in thousands)



|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|------------------------------------------------------------------------------- |  | -------------------------------------------------- | ------------ |  | ------------------------------ | --------------------------------- | - | ------ | -------------------------- | - | ------ | ------------------- | ------- | - | --------------------------------------------- | - | ---- | ----- |  | - | ------- | - |  | - | -------- | - |  | - | ------ | - |  | - | ------- | -
|                                                                                |  | Mandatorily redeemable convertible preferred stock |              |  | Shareholders equity (deficit) |                                  
|                                                                                |  |                                                    | Common Stock |  |                                | Notesreceivable from shareholders |   |        | Deferredstock compensation |   |        | Accumulated deficit |         |   | Accumulated other comprehensive income (loss) |   |      | Total | 
|                                                                                |  | Shares                                             |              |  | Amount                         |                                   |   | Shares |                            |   | Amount |                     |         |   |                                               |   |     
|Balance at January 1, 2002                                                      |  | 6,540                                              |              |  | $                              | 260,540                           |   |        | 12,064                     |   |        | $                   | 55,856  |   |                                               | $ | (725 | )     |  | $ | (25,235 | ) |  | $ | (111,119 | ) |  | $ | 1,821  |   |  | $ | (79,402 | )
|Comprehensive loss:                                                             |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Net loss                                                                        |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   |        |   |  |   | (30,343  | ) |  |   |       |   |  |   | (30,343 | )
|Unrealized gains on short-term investments, net of reclassification adjustment  |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   | 988    |   |  |   | 988     |  
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Total comprehensive loss                                                        |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   | (29,355 | )
|Common stock issued in connection with stock option exercises                   |  |                                                   |              |  |                                |                                  |   |        | 208                        |   |        |                     | 596     |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 596     |  
|Deferred stock compensation related to stock options:                           |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Grants                                                                          |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     | 484     |   |                                               |   |     |       |  |   | (484    | ) |  |   |         |   |  |   |       |   |  |   |        |  
|Forfeitures                                                                     |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     | (240    | ) |                                               |   |     |       |  |   | 240     |   |  |   |         |   |  |   |       |   |  |   |        |  
|Amortization                                                                    |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   | 7,188   |   |  |   |         |   |  |   |       |   |  |   | 7,188   |  
|Accretion and dividends on mandatorily redeemable convertible preferred stock   |  |                                                   |              |  |                                | 1,718                             |   |        |                           |   |        |                     | (1,718  | ) |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | (1,718  | )
|Conversion of Series A and B mandatorily redeemable convertible preferred stock |  | (6,540                                             | )            |  |                                | (262,258                          | ) |        | 23,543                     |   |        |                     | 262,258 |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 262,258 |  
|Net proceeds from issuance of common stock                                      |  |                                                   |              |  |                                |                                  |   |        | 10,000                     |   |        |                     | 109,774 |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 109,774 |  
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Balance at December 31, 2002                                                    |  |                                                   |              |  |                                |                                  |   |        | 45,815                     |   |        |                     | 427,010 |   |                                               |   | (725 | )     |  |   | (18,291 | ) |  |   | (141,462 | ) |  |   | 2,809  |   |  |   | 269,341 |  
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                           
|Comprehensive loss:                                                             |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Net loss                                                                        |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   |        |   |  |   | (59,571  | ) |  |   |       |   |  |   | (59,571 | )
|Unrealized losses on short-term investments, net of reclassification adjustment |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   | (2,283 | ) |  |   | (2,283  | )
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Total comprehensive loss                                                        |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   | (61,854 | )
|Common stock issued in connection with stock option exercises                   |  |                                                   |              |  |                                |                                  |   |        | 579                        |   |        |                     | 2,060   |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 2,060   |  
|Deferred stock compensation related to stock options:                           |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Forfeitures                                                                     |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     | (1,782  | ) |                                               |   |     |       |  |   | 1,782   |   |  |   |         |   |  |   |       |   |  |   |        |  
|Amortization                                                                    |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   | 7,054   |   |  |   |         |   |  |   |       |   |  |   | 7,054   |  
|Net proceeds from issuance of common stock                                      |  |                                                   |              |  |                                |                                  |   |        | 6,100                      |   |        |                     | 71,314  |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 71,314  |  
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Balance at December 31, 2003                                                    |  |                                                   |              |  |                                |                                  |   |        | 52,494                     |   |        |                     | 498,602 |   |                                               |   | (725 | )     |  |   | (9,455  | ) |  |   | (201,033 | ) |  |   | 526    |   |  |   | 287,915 |  
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                           
|Comprehensive loss:                                                             |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Net loss                                                                        |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   |        |   |  |   | (88,756  | ) |  |   |       |   |  |   | (88,756 | )
|Unrealized losses on short-term investments, net of reclassification adjustment |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   | (1,785 | ) |  |   | (1,785  | )
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Total comprehensive loss                                                        |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   | (90,541 | )
|Common stock issued in connection with stock option exercises                   |  |                                                   |              |  |                                |                                  |   |        | 1,322                      |   |        |                     | 5,142   |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 5,142   |  
|Compensation expense related to loan repayment                                  |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     | 3,226   |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 3,226   |  
|Loan repayment                                                                  |  |                                                   |              |  |                                |                                  |   |        | (43                        | ) |        |                     | (752    | ) |                                               |   | 725  |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | (27     | )
|Deferred stock compensation related to stock options:                           |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Forfeitures                                                                     |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     | (420    | ) |                                               |   |     |       |  |   | 420     |   |  |   |         |   |  |   |       |   |  |   |        |  
|Amortization                                                                    |  |                                                   |              |  |                                |                                  |   |        |                           |   |        |                     |        |   |                                               |   |     |       |  |   | 6,069   |   |  |   |         |   |  |   |       |   |  |   | 6,069   |  
|Net proceeds from issuance of common stock                                      |  |                                                   |              |  |                                |                                  |   |        | 3,801                      |   |        |                     | 66,766  |   |                                               |   |     |       |  |   |        |   |  |   |         |   |  |   |       |   |  |   | 66,766  |  
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  
|Balance at December 31, 2004                                                    |  |                                                   |              |  | $                              |                                  |   |        | 57,574                     |   |        | $                   | 572,564 |   |                                               | $ |     |       |  | $ | (2,966  | ) |  | $ | (289,789 | ) |  | $ | (1,259 | ) |  | $ | 278,550 |  
|                                                                                |  |                                                    |              |  |                                |                                   |   |        |                            |   |        |                     |         |   |                                               |   |      |       |  |   |         |   |  |   |          |   |  |   |        |   |  |   |         |  



The accompanying notes
are an integral part of these financial statements.



51



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##### Table of Contents

ZYMOGENETICS, INC.



STATEMENTS
OF CASH FLOWS

(in thousands)



|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|--------------------------------------------------------------------------------------------- |  | ----------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                              |  | Year ended December 31, |         
|                                                                                              |  | 2004                    |          |   | 2003 |   |          | 2002 | 
|Operating activities                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Net loss                                                                                      |  | $                       | (88,756  | ) |      | $ | (59,571  | )    |  | $ | (30,343  | )
|Adjustments to reconcile net loss to net cash used in operating activities                    |  |                         |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                                                 |  |                         | 5,469    |   |      |   | 5,447    |      |  |   | 5,898    |  
|Net losses (gains) on disposition of property and equipment                                   |  |                         | (59      | ) |      |   | 100      |      |  |   | 187      |  
|Noncash stock-based compensation                                                              |  |                         | 9,295    |   |      |   | 7,054    |      |  |   | 7,188    |  
|Net realized losses (gains) on sale of short-term investments                                 |  |                         | 158      |   |      |   | (984     | )    |  |   | (582     | )
|Amortization of premium on short-term investments                                             |  |                         | 2,679    |   |      |   | 3,225    |      |  |   | 2,448    |  
|Changes in                                                                                    |  |                         |          |   |      |   |          |      |  |   |          |  
|Receivables                                                                                   |  |                         | (368     | ) |      |   | (2,159   | )    |  |   | 339      |  
|Prepaid expenses and other assets                                                             |  |                         | (919     | ) |      |   | (1,945   | )    |  |   | (705     | )
|Accounts payable                                                                              |  |                         | 911      |   |      |   | (809     | )    |  |   | (937     | )
|Accrued liabilities                                                                           |  |                         | 2,803    |   |      |   | 2,612    |      |  |   | 2,539    |  
|Deferred revenue                                                                              |  |                         | 35,684   |   |      |   | (3,855   | )    |  |   | 2,680    |  
|Deferred lease obligations                                                                    |  |                         | 598      |   |      |   | 455      |      |  |   | 28       |  
|Other noncurrent liabilities                                                                  |  |                         | 554      |   |      |   | 636      |      |  |   | (117     | )
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash used in operating activities                                                         |  |                         | (31,951  | ) |      |   | (49,794  | )    |  |   | (11,377  | )
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|                                                                                              |  |                         |         
|Investing activities                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Purchase of property and equipment                                                            |  |                         | (16,969  | ) |      |   | (12,562  | )    |  |   | (9,943   | )
|Purchase of short-term investments                                                            |  |                         | (256,835 | ) |      |   | (288,579 | )    |  |   | (305,517 | )
|Proceeds from sale of property and equipment                                                  |  |                         | 88       |   |      |   | 72       |      |  |   | 31       |  
|Proceeds from sale and maturity of short-term investments                                     |  |                         | 246,548  |   |      |   | 311,568  |      |  |   | 184,614  |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by (used in) investing activities                                           |  |                         | (27,168  | ) |      |   | 10,499   |      |  |   | (130,815 | )
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|                                                                                              |  |                         |         
|Financing activities                                                                          |  |                         |          |   |      |   |          |      |  |   |          |  
|Net proceeds from issuance of common stock                                                    |  |                         | 66,766   |   |      |   | 71,314   |      |  |   | 110,677  |  
|Construction advance from landlord                                                            |  |                         | 6,943    |   |      |   | 7,918    |      |  |   |         |  
|Proceeds from sale-leaseback financing                                                        |  |                         |         |   |      |   |         |      |  |   | 50,489   |  
|Principal payments on lease obligation                                                        |  |                         |         |   |      |   |         |      |  |   | (385     | )
|Proceeds from exercise of stock options                                                       |  |                         | 5,142    |   |      |   | 2,060    |      |  |   | 596      |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                                     |  |                         | 78,851   |   |      |   | 81,292   |      |  |   | 161,377  |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Net increase in cash and cash equivalents                                                     |  |                         | 19,732   |   |      |   | 41,997   |      |  |   | 19,185   |  
|Cash and cash equivalents at beginning of period                                              |  |                         | 97,576   |   |      |   | 55,579   |      |  |   | 36,394   |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                                    |  | $                       | 117,308  |   |      | $ | 97,576   |      |  | $ | 55,579   |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|                                                                                              |  |                         |         
|Supplemental disclosures                                                                      |  |                         |          |   |      |   |          |      |  |   |          |  
|Cash paid for interest                                                                        |  | $                       | 6,869    |   |      | $ | 5,197    |      |  | $ | 862      |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Noncash financing activities                                                                  |  |                         |          |   |      |   |          |      |  |   |          |  
|Accretion on Series B mandatorily redeemable convertible preferred stock                      |  | $                       |         |   |      | $ |         |      |  | $ | 88       |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Dividends accrued on Series A and Series B mandatorily redeemable convertible preferred stock |  | $                       |         |   |      | $ |         |      |  | $ | 1,630    |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Other non-cash additions (reductions) to property and equipment,net                           |  | $                       | (1,852   | ) |      | $ | 2,445    |      |  | $ |         |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  
|Recognition of prepaid offering costs                                                         |  | $                       |         |   |      | $ |         |      |  | $ | 902      |  
|                                                                                              |  |                         |          |   |      |   |          |      |  |   |          |  



The accompanying notes
are an integral part of these financial statements.



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##### Table of Contents

ZYMOGENETICS, INC.



NOTES TO
FINANCIAL STATEMENTS



1.    Organization and summary
of significant accounting policies



Nature of operations



ZymoGenetics, Inc. (the Company) was incorporated in the
state of Washington in June 1981 and operated independently until it was acquired in 1988 by Novo Nordisk North America, a wholly owned subsidiary of Novo Nordisk A/S (Novo Nordisk). In November 2000, the Company became independent from Novo Nordisk
upon completion of a private placement of Series B mandatorily redeemable convertible preferred stock with an investor consortium. In February 2002, the Company completed an initial public offering of common stock, at which time all Series A and B
mandatorily redeemable convertible preferred stock was converted to common stock. In October 2003, the Company sold 6,100,000 shares of common stock in a follow-on public offering. At December 31, 2004, Novo Nordisks ownership percentage was
37.8%.



As an independent biopharmaceutical company, the
Company is focused on the discovery, development and commercialization of protein therapeutics for the prevention or treatment of significant human diseases. The Company has generated a pipeline of proprietary product candidates and intends to
commercialize them through internal development, collaborations with biopharmaceutical partners or out-licensing of patents.



Over the next several years the Company will need to seek additional funding through public or private financings, including equity financings, and
through other arrangements, including collaborative arrangements. Poor financial results, unanticipated expenses or unanticipated opportunities that require financial commitments could give rise to additional financing requirements. However,
financing may not be available when required, or may not be available on acceptable terms.



Use of estimates



The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities; disclosure of contingent assets and
liabilities at the date of the financial statements; and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Cash and cash equivalents



The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash
equivalents. The Company invests its cash and cash equivalents with major financial institutions, the amount of which exceeds federally insured limits. The Company has not experienced any losses on its cash and cash equivalents.



Short-term investments



Marketable securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, with
the unrealized gains and losses reported as a separate component of shareholders equity. Interest on securities classified as available-for-sale is included in investment income. The amortized cost of debt securities is adjusted for
amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in investment income. Realized gains and losses are included in investment income. The cost of securities sold is based on the specific
identification method.



Fair value of financial instruments



The carrying values of cash and cash equivalents, accounts receivable,
accounts payable and accrued liabilities approximate their respective fair values due to their relative short maturities. The carrying value of other noncurrent liabilities approximates fair value as adjustments to market are recorded each period.



53



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##### Table of Contents

ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



Property and equipment



Property and equipment are stated at cost. Additions, betterments and improvements are capitalized and depreciated. When
assets are retired or otherwise disposed of, the cost of the assets and related depreciation is eliminated from the accounts and any resulting gain or loss is reflected in the results of operations. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets, which include five years for furniture and lab equipment, ten years for pilot plant equipment and 40 years for buildings. Expenditures for repairs and maintenance are charged to expense as
incurred.



Leasehold improvements are amortized evenly over
their estimated useful lives or the term of the lease, whichever is shorter. At December 31, 2004, the Company is amortizing its leasehold improvements over 10 and 15 years.



Impairment of long-lived assets



The Company assesses the impairment of long-lived assets whenever events or changes in business circumstances indicate that the carrying amounts of the
assets may not be fully recoverable. Measurement of an impairment is required when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. The amount of a
recognized impairment loss is the excess of an assets carrying value over its fair value. The Company has not recognized any impairment losses through December 31, 2004.



Revenue recognition



The Company recognizes revenue in accordance with Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101), as
amended by Staff Accounting Bulletin No. 104, Revenue Recognition (SAB 104), and Emerging Issues Task Force Issue No. 00-21, Revenue Agreements with Multiple Deliverables (EITF 00-21).



The Company earns royalties on two proteins marketed and sold by Novo
Nordisk, insulin and glucagon. Royalties are received from Novo Nordisk within 60 days after the end of the calendar quarter. For insulin, the royalties are based on manufacturing costs for the quantity of insulin sold during the quarter. These
costs are calculated in Danish Kroner, and then converted to U.S. Dollars based on the exchange rate at the end of each calendar quarter. Royalties earned on sales of glucagon are calculated as a percentage of net sales. The Company accrues
estimated royalties at the end of each quarter based on historical sales data, estimates provided to the Company by Novo Nordisk and changes in the Danish Kroner to U.S. Dollar exchange rate. Adjustments are made in the following quarter reflecting
the difference between the Companys estimates and actual reported royalties and, to date, adjustments have not been significant.



The Company also earns royalties on several products marketed by other companies. Royalties on these products are received within 30 to 60 days after the
end of each calendar quarter. The Company accrues estimated royalties at the end of each quarter based on historical sales data. Adjustments are made in the following quarter reflecting the difference between the Companys estimates and actual
reported royalties and, to date, adjustments have not been significant.



The Company enters into various licensing and collaborative agreements that generate significant license or other upfront fees with subsequent milestone payments earned upon completion of development milestones. The Company uses its best
judgment to estimate the period over which there are continuing commitments to perform under these agreements. Revenue from upfront fees is recognized on a straight-line basis over this period, which



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##### Table of Contents

ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



has ranged in duration from six months to ten years. For certain license agreements that require no continuing performance on the Companys part,
license fee revenue is recognized immediately upon execution of the agreement. Revenues from milestone payments representing completion of separate and substantive earnings processes are recognized when the milestone is achieved and amounts are due
and payable.



Deferred revenue arises from payments received in
advance of the culmination of the earnings process. Deferred revenue expected to be recognized within the next twelve months is classified as a current liability. Deferred revenue will be recognized as revenue in future periods when the applicable
revenue recognition criteria have been met.



In December 2002,
the Company signed an agreement granting Amgen Inc., Immunex Corporation and Wyeth a license to the Companys Ig-fusion protein patents. As a result of this agreement, the Company, Immunex and Amgen terminated a patent infringement lawsuit
filed by the Company in March 2002 against Immunex Corporation (now owned by Amgen). The Company received a one-time lump sum payment, which was recorded as license fee revenue in 2002.



Research and development costs



Research and development costs consist of salaries and benefit expenses, costs of consumables, facility costs and contracted services and are expensed as
incurred. Costs to acquire technologies that are utilized in research and development and that have no future use are expensed when incurred. Reimbursement for shared expenses received from collaboration partners are recorded as reductions to
research and development expenses.



Patent costs



Costs relating to filing and pursuing patent applications are expensed to
general and administrative costs as incurred.



Income taxes



The Company records a provision for income taxes in accordance with
Statement of Financial Accounting Standards No. 109,Accounting for Income Taxes (SFAS 109), which requires the liability method of accounting for income taxes. Deferred tax assets or liabilities are recorded for all temporary differences
between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the period of the deferred tax assets and liabilities. A valuation allowance is recorded when it is more likely than not that the deferred tax
asset will not be realized.



Stock-based compensation



As permitted by the provisions of Statement of Financial Accounting
Standards No. 123, Accounting for Stock Based Compensation (SFAS 123), the Company has accounted for employee stock option grants under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and
applied the disclosure-only provisions of SFAS 123 to account for its stock option plans. Under APB 25, compensation expense is based on the excess, if any, of the estimated fair value of the Companys stock at the date of grant over the
exercise price of the option. Deferred compensation, relating to employee stock option grants awarded prior to the Companys initial public offering in February 2002, is amortized over the vesting period of the individual options using the
straight-line method. All employee stock option grants awarded subsequent to the Companys initial public offering have been granted with exercise prices equal to the fair value of the Companys common stock on the date of grant.



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



The following table illustrates the effect on net loss attributable to common shareholders and net
loss per share as if the fair value based method had been applied to all outstanding and unvested awards for each of the years ended December 31 (in thousands, except per share data):



|                                                                                                                                |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                                                |  | 2004 |         |   | 2003 |   |         | 2002 | 
|Net loss attributable to common shareholders, as reported                                                                       |  | $    | (88,756 | ) |      | $ | (59,571 | )    |  | $ | (32,061 | )
|Add: employee stock-based compensation under APB 25 included in reported net loss                                               |  |      | 6,069   |   |      |   | 7,054   |      |  |   | 7,188   |  
|Add: employee stock-based compensation related to the repayment of loans to purchase common stock included in reported net
loss |  |      | 3,226   |   |      |   |        |      |  |   |        |  
|Deduct: total employee stock-based compensation expense determined under the fair value method                                  |  |      | (15,722 | ) |      |   | (12,610 | )    |  |   | (9,891  | )
|                                                                                                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Net loss attributable to common shareholders, pro forma                                                                         |  | $    | (95,183 | ) |      | $ | (65,127 | )    |  | $ | (34,764 | )
|                                                                                                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per share, as reported                                                                               |  | $    | (1.64   | ) |      | $ | (1.26   | )    |  | $ | (0.75   | )
|                                                                                                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per share, pro forma                                                                                 |  | $    | (1.76   | ) |      | $ | (1.38   | )    |  | $ | (0.82   | )
|                                                                                                                                |  |      |         |   |      |   |         |      |  |   |         |  



Comprehensive income or loss



The Company has adopted the provisions of Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income(SFAS 130), which requires the disclosure of comprehensive income or loss and its components in the financial statements. Comprehensive income or loss is the change in
shareholders equity resulting from net income or loss and unrealized gains and losses on short-term investments.



Segments



Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information(SFAS 131), establishes
standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. The
Company manages and evaluates its operations in one reportable segment.



Guarantees



In the normal course of business,
the Company indemnifies other parties, including collaboration partners, lessors and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the parties harmless against losses arising from a
breach of representations and covenants, or out of intellectual property infringement or other claims made against these parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. It
is not possible to determine the maximum potential obligation under these indemnification agreements since any claim would be based on the facts and circumstances of the claim and the particular provisions of each agreement.



Reclassifications



Certain reclassifications have been made to prior year financial statements to conform to classifications used in the
current year. These reclassifications had no impact on net loss, shareholders equity or cash flows as previously reported.



Loss per share



Basic and diluted net loss per share has been computed based on net loss attributable to common shareholders and the weighted-average number of common
shares outstanding during the applicable period. The



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



Company has excluded all outstanding options to purchase common stock and shares subject to repurchase from the calculation of diluted net loss per share, as
such shares are antidilutive for all periods presented.



The
following table presents the calculation of basic and diluted net loss per share attributable to common shareholders for years ended December 31 (in thousands, except per share data):



|                                                                                               |  |      |         |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                               |  | 2004 |         |   | 2003 |   |         | 2002 | 
|Net loss attributable to common shareholders                                                   |  | $    | (88,756 | ) |      | $ | (59,571 | )    |  | $ | (32,061 | )
|                                                                                               |  |      |         |   |      |   |         |      |  |   |         |  
|Weighted-average shares used in computing basic and diluted net loss per share                 |  |      | 54,157  |   |      |   | 47,317  |      |  |   | 42,578  |  
|                                                                                               |  |      |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per share                                                           |  | $    | (1.64   | ) |      | $ | (1.26   | )    |  | $ | (0.75   | )
|                                                                                               |  |      |         |   |      |   |         |      |  |   |         |  
|Securities not included in net loss per share attributable to common shareholders calculation: |  |      |         |   |      |   |         |      |  |   |         |  
|Options to purchase common stock                                                               |  |      | 10,116  |   |      |   | 9,378   |      |  |   | 8,267   |  
|Shares subject to repurchase                                                                   |  |      |        |   |      |   |        |      |  |   | 7       |  
|                                                                                               |  |      |         |   |      |   |         |      |  |   |         |  
|                                                                                               |  |      | 10,116  |   |      |   | 9,378   |      |  |   | 8,274   |  
|                                                                                               |  |      |         |   |      |   |         |      |  |   |         |  



Recent accounting pronouncements



In December 2003, the Financial Accounting Standards
Board (FASB) issued a revised FASB Interpretation No. 46 (FIN 46R), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. The FASB published the revision to clarify and amend some of the original provisions of FIN 46,
which was issued in January 2003, and to exempt certain entities from its requirements. A variable interest entity (VIE) refers to an entity subject to consolidation according to the provisions of this Interpretation. FIN 46R applies to entities
whose equity investment at risk is insufficient to finance that entitys activities without receiving additional subordinated financial support provided by any parties, including equity holders, or where the equity investors (if any) do not
have a controlling financial interest. FIN 46R provides that if an entity is the primary beneficiary of a VIE, the assets, liabilities, and results of operations of the VIE must be consolidated in the entitys financial statements. In addition,
FIN 46R requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE provide additional disclosures. The provisions of FIN 46R became effective in the first quarter of fiscal 2004. The adoption
of this interpretation has not impacted the results of operations or the financial position of the Company.



In December 2003, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition. SAB 104
supersedes Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101). SAB 104s primary purpose is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superseded
as a result of the issuance of EITF 00-21. Additionally, SAB 104 rescinds the SECs Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (the FAQ) issued with SAB 101 that had been codified in SEC Topic 13, Revenue
Recognition. Selected portions of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of
SAB 104. The Company has applied the provisions of EITF 00-21 since July 2003 and the issuance of SAB 104 has not impacted the results of operations or the financial position of the Company.



In 2004, the Financial Accounting Standards Boards Emerging Issues Task
Force (EITF) issued a position document on EITF Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03-01), which is meant to provide clarity and consistency in the determination of
an



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



other-than temporary impairment of investments. In September 2004, EITF 03-01-1 was issued and deferred the effective date of this position document but
maintained the disclosure requirement of EITF 03-01 for paragraphs 21 and 22. The adoption of this statement has not impacted the results of operations or the financial position of the Company.



In December 2004, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123(R) (SFAS 123(R)), Share-Based Payment, that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of
the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. The Statement eliminates the ability to account for share-based
compensation transactions using APB Opinion No. 25, Accounting for Stock Issued to Employees, and generally requires instead that such transactions be accounted for using a fair-value-based method. Disclosure of the effect of expensing the
fair value of equity compensation is currently required under existing literature. SFAS 123(R) will become effective for periods beginning after June 15, 2005, which will be in the Companys third fiscal quarter in 2005. At that time, the
Company will begin expensing amounts related to employee stock options. The adoption of SFAS 123(R) will have a material impact on the Companys results of operations. The Company has begun, but not completed, the process of evaluating the
option valuation methods and adoption transition alternatives available under SFAS 123(R). Accordingly, no estimate is available of the amount by which the Companys net loss will increase after SFAS 123(R) is adopted.



2.    Short-term investments



Short-term investments consisted of the following (in thousands):



|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|------------------------------------- |  | ------------- | ------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | -------
|                                      |  | AmortizedCost |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|December 31, 2004                     |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Type of security:                     |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Corporate debt securities             |  | $             | 45,489  |                      | $ | 21                    |  | $ | (288                | ) |  | $ | 45,222 
|Asset-backed securities               |  |               | 82,467  |                      |   | 21                    |  |   | (548                | ) |  |   | 81,940 
|U.S. government and agency securities |  |               | 80,993  |                      |   |                      |  |   | (465                | ) |  |   | 80,528 
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|                                      |  | $             | 208,949 |                      | $ | 42                    |  | $ | (1,301              | ) |  | $ | 207,690
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Maturity date:                        |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Less than one year                    |  | $             | 147,764 |                      |   |                       |  |   |                     |   |  | $ | 146,941
|Due in 1-3 years                      |  |               | 61,185  |                      |   |                       |  |   |                     |   |  |   | 60,749 
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|                                      |  | $             | 208,949 |                      |   |                       |  |   |                     |   |  | $ | 207,690
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|December 31, 2003                     |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Type of security:                     |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Corporate debt securities             |  | $             | 47,253  |                      | $ | 272                   |  | $ | (26                 | ) |  | $ | 47,499 
|Asset-backed securities               |  |               | 71,985  |                      |   | 184                   |  |   | (122                | ) |  |   | 72,047 
|U.S. government and agency securities |  |               | 78,432  |                      |   | 232                   |  |   | (37                 | ) |  |   | 78,627 
|Foreign government securities         |  |               | 4,120   |                      |   | 23                    |  |   |                    |   |  |   | 4,143  
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|                                      |  | $             | 201,790 |                      | $ | 711                   |  | $ | (185                | ) |  | $ | 202,316
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Maturity date:                        |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|Less than one year                    |  | $             | 137,170 |                      |   |                       |  |   |                     |   |  | $ | 137,538
|Due in 1-3 years                      |  |               | 64,620  |                      |   |                       |  |   |                     |   |  |   | 64,778 
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        
|                                      |  | $             | 201,790 |                      |   |                       |  |   |                     |   |  | $ | 202,316
|                                      |  |               |         |                      |   |                       |  |   |                     |   |  |   |        



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



The Companys management has concluded that unrealized losses are temporary, as the duration of
the decline in the value of the investments has been short; the extent of the decline, both in dollars and percentage of cost is not severe; and the Company has the ability and intent to hold the investments until at least substantially all of the
cost of the investments is recovered.



At December 31, 2004,
the aggregate estimated fair value of the investments with unrealized losses was as follows (in thousands):



|                                      |  |   |        
|------------------------------------- |  | - | -------
|Corporate debt securities             |  | $ | 33,247 
|Asset-backed securities               |  |   | 71,006 
|U.S. government and agency securities |  |   | 77,528 
|                                      |  |   |        
|                                      |  | $ | 181,781
|                                      |  |   |        



Realized gains were
$227,000 and $1.3 million for the years ended December 31, 2004 and 2003, respectively. Realized losses were $385,000 and $313,000 for the years ended December 31, 2004 and 2003, respectively. Reclassification adjustments reflected in other
comprehensive income for net realized gains and losses were $13,000 loss and $1.0 million gain for the years ended December 31, 2004 and 2003, respectively.



3.    Property and equipment



Property and equipment consisted of the following at December 31 (in thousands):



|                                                |  |      |         |   |      |   |         |  
|----------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                |  | 2004 |         |   | 2003 |  
|Land and buildings                              |  | $    | 74,288  |   |      | $ | 52,998  |  
|Leasehold improvements                          |  |      | 821     |   |      |   | 518     |  
|Furniture and equipment                         |  |      | 40,888  |   |      |   | 34,506  |  
|Construction in progress                        |  |      |        |   |      |   | 14,022  |  
|                                                |  |      |         |   |      |   |         |  
|                                                |  |      | 115,997 |   |      |   | 102,044 |  
|Less: Accumulated depreciation and amortization |  |      | (44,037 | ) |      |   | (39,703 | )
|                                                |  |      |         |   |      |   |         |  
|                                                |  | $    | 71,960  |   |      | $ | 62,341  |  
|                                                |  |      |         |   |      |   |         |  



Land and buildings
include assets deemed owned in connection with the sale and leaseback financing transaction described in Note 5.



4.    Accrued liabilities



Accrued liabilities consisted of the following at December 31 (in thousands):



|                       |  |      |        |      |   |      
|---------------------- |  | ---- | ------ | ---- | - | -----
|                       |  | 2004 |        | 2003
|Vacation pay           |  | $    | 2,505  |      | $ | 2,219
|Incentive compensation |  |      | 3,287  |      |   | 2,418
|Contract services      |  |      | 4,517  |      |   | 3,195
|City and state taxes   |  |      | 291    |      |   | 37   
|Severance payments     |  |      | 138    |      |   | 165  
|Other                  |  |      | 366    |      |   | 267  
|                       |  |      |        |      |   |      
|                       |  | $    | 11,104 |      | $ | 8,301
|                       |  |      |        |      |   |      



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



5.    Lease obligations



In October 2002, the Company completed a sale and leaseback transaction
involving its headquarter buildings located in Seattle, Washington. The three buildings were sold for a total sale price of $52.3 million. Net proceeds from the transaction amounted to $50.5 million. Simultaneously, the Company agreed to lease the
buildings from the purchaser for a period of 15 years, subject to four five-year renewal options. The initial rental payment of $5.1 million per year increases by 3.5% each year during the term. Rent for the renewal terms under these lease
agreements will be the greater of fair market value or 90% of the rent for the last year prior to renewal. The Company has provided the lessor a security deposit in the form of pledged securities equal to two months base rent.



The Company has accounted for the transaction as a financing due to a
technical provision within the leases related to condemnation, which could, under remote circumstances, result in continuing ownership involvement by the Company in the three buildings. Under this method of accounting, the net proceeds of the sale
are considered to be a long-term interest bearing liability. Rent payments under the leases are considered to be payments toward the liability and are allocated to principal and interest. The Company initially recorded a liability of $50.5 million
with an effective annual interest rate of approximately 11%.



In 2003, the Company exercised its option to expand one of its leased buildings and, effective May 2004, the Company assumed occupancy of the new space. The Company incurred total project costs of approximately $21 million excluding
equipment and received an advance from the landlord of $14.9 million. The advance from the landlord of $14.9 million has been reclassified as an addition to the long-term lease obligations with an annual effective interest rate of approximately 12%.
At the end of the lease term, the remaining balance of the liability will approximate the net book value of the buildings leased. Upon the completion of the expansion project, the lease terms for all three buildings were reset to 15 years from the
date of occupancy of the expansion space.



The following table
presents the Companys scheduled payments under the lease obligations, including the additional payments related to the expansion and the reset of the lease term to 15 years (in thousands):



|                         |  |   |        
|------------------------ |  | - | -------
|Year ending December 31, |  |  
|2005                     |  | $ | 7,104  
|2006                     |  |   | 7,353  
|2007                     |  |   | 7,610  
|2008                     |  |   | 7,876  
|2009                     |  |   | 8,152  
|Thereafter               |  |   | 92,091 
|                         |  |   |        
|                         |  | $ | 130,186
|                         |  |   |        



6.    Transactions and accounts with related parties



The Company earns royalties on several products marketed and sold by Novo Nordisk, including recombinant insulin and recombinant glucagon. Royalties are based on contracts predating the Companys acquisition by
Novo Nordisk. The Company earned total royalties from Novo Nordisk of approximately $7.9 million, $6.4 million and $5.0 million for the years ended December 31, 2004, 2003 and 2002, respectively.



On February 1, 2002, the Company completed its initial public offering. Upon
the completion of the initial public offering, each share of Series A and Series B mandatorily redeemable convertible preferred stock held by



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



Novo Nordisk converted to 3.6 shares of non-voting and voting common stock, respectively. Effective June 24, 2002, all shares of non-voting common stock were
converted into the same number of shares of voting common stock.



In December 2002, the Company completed a collaborative agreement with Novo Nordisk for the preclinical development of IL-21. Under the terms of the agreement, the Company and Novo Nordisk collaborated on all research and development
activities leading up to the filing of an Investigational New Drug application (IND) in the United States, which occurred in April 2004. Upon signing, Novo Nordisk paid $4.0 million to the Company as reimbursement of a portion of the Companys
costs incurred prior to the agreement. Novo Nordisk also agreed to pay the Company up to $7.0 million for its 50% share of IL-21 development costs incurred from the date of the agreement through the filing of the IND. Through December 31, 2004, Novo
Nordisk had paid a total of $8.9 million to the Company under the collaborative agreement, of which $813,000 was recorded as revenue in 2004. In the third quarter of 2004, the Company recognized milestone revenue of $1.5 million for the achievement
of the IND filing pursuant to Novo Nordisks license of IL-21 outside North America.



In March 2004, the Company signed a license agreement with Novo Nordisk providing it exclusive license rights to commercialize the Companys IL-20 intellectual property in North America. The license agreement
included an execution fee of $4.0 million, and potential milestones and royalties. Novo Nordisk is responsible for all development activities. As of December 31, 2004, the entire execution fee had been recognized as revenue.



In June 2004, Novo Nordisk exercised its extension right under an existing
option and licensing agreement with the Company. The option and licensing agreement, originally scheduled to expire in November 2004, was extended for two more years, for which Novo Nordisk will pay the Company $7.5 million each year. Revenue will
be recognized ratably over the extension period, which is consistent with the revenue recognition for the existing option and licensing agreement. For each protein licensed by Novo Nordisk, the Company will receive an up-front license fee, the
amount of which is dependent on the stage of the product candidate licensed. Additionally, Novo Nordisk will be obligated to make payments upon the achievement of predefined development milestones and to pay royalties on sales of resulting products.



In June 2004, the Company signed three license agreements with
Novo Nordisk providing exclusive rights to commercialize the Companys intellectual property related to IL-28a, IL-29 and IL-31, outside North America. Each of the license agreements included execution fees of $750,000 and potential milestones
and royalties. Novo Nordisk is responsible for all development activities. The Company recognized the revenue associated with all three execution fees in the third quarter of 2004, when all performance obligations were satisfied.



In September 2004, Novo Nordisk provided the Company with a notice of
termination for its license to IL-20 receptor outside North America. Novo Nordisk had previously licensed this protein in September 2001 together with IL-20. The agreement provided for one of the two proteins to be considered a backup, which could
be removed from the license at a later date. In terminating the license to IL-20 receptor as the backup protein, Novo Nordisk agreed to pay the Company a final milestone payment and a termination fee totaling $1.5 million, which have been recorded
as milestone revenue for the year ended December 31, 2004.



On
October 4, 2004, the Company entered into a license agreement with Novo Nordisk, with respect to recombinant Factor XIII. The license agreement provides that Novo Nordisk will develop and commercialize recombinant Factor XIII on a worldwide basis.
The Company received $15.0 million upon signing plus potential milestones and royalties. The Company is obligated to perform certain activities expected to be completed by May 2006. At December 31, 2004, the Company had recognized revenue of $2.3
million and will recognize the remainder ratably over the period of performance for its remaining transition activities.



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



Amounts receivable from Novo Nordisk were approximately $2.6 million and $3.5 million at December 31,
2004 and 2003, respectively.



7.    Retirement plans



Defined contribution



The Company has established a 401(k) retirement plan covering substantially
all of its employees. The plan provides for matching and discretionary contributions by the Company. Such contributions were approximately $1.6 million, $1.5 million and $2.1 million for the years ended December 31, 2004, 2003 and 2002,
respectively.



Deferred compensation plan



The Company has a Deferred Compensation Plan (DCP) for key employees.
Eligible plan participants are designated by the Companys board of directors. The DCP allows participants to defer up to 15% of their annual compensation and up to 100% of any bonus. At December 31, 2004 and 2003, approximately $3.9 million
and $3.4 million, respectively, was deferred under the DCP and was recorded both as a noncurrent asset and a noncurrent liability.



8.    Income taxes



At December 31, 2004, the Company had net operating loss carryforwards of approximately $192.4 million, research and development tax credit carryforwards
of approximately $22.1 million, a rehabilitation tax credit carryforward of $1.5 million and alternative minimum tax credit carryforwards of $1.2 million. The carryforwards are available to offset future tax liabilities. The net operating loss,
research and development tax credit and rehabilitation tax credit carryforwards will expire in the years 2005 to 2024. The alternative minimum tax credit will carry forward indefinitely. The Company completed an initial public offering on February
1, 2002 and pursuant to the provisions of Internal Revenue Code Section 382 the offering may qualify as a change in ownership. Accordingly, a portion of the net operating loss carryforwards may be limited.



Deferred tax assets and liabilities arise from temporary differences between
financial and tax reporting. The Company has provided a valuation allowance at December 31, 2004 and 2003 to offset the excess of deferred tax assets over the deferred tax liabilities, due to the Companys status as a stand-alone taxpayer and
the uncertainty of realizing the benefits of the net deferred tax asset. Deferred tax assets and liabilities were as follows as of December 31 (in thousands):



|                                                  |  |      |          |   |      |   |         |  
|------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | -
|                                                  |  | 2004 |          |   | 2003 |  
|Deferred tax assets:                              |  |      |          |   |      |   |         |  
|Net operating loss carryforwards                  |  | $    | 67,351   |   |      | $ | 39,212  |  
|Research and development tax credit carryforwards |  |      | 22,133   |   |      |   | 18,707  |  
|Alternative minimum tax credit carryforwards      |  |      | 1,242    |   |      |   | 1,242   |  
|Rehabilitation tax credit carryforward            |  |      | 1,507    |   |      |   | 1,507   |  
|Intellectual property purchased from Novo Nordisk |  |      | 6,248    |   |      |   | 7,497   |  
|Deferred gain on sale of assets                   |  |      | 6,341    |   |      |   | 4,958   |  
|Deferred revenue                                  |  |      | 9,171    |   |      |   | 2,002   |  
|Other                                             |  |      | 4,388    |   |      |   | 6,454   |  
|                                                  |  |      |          |   |      |   |         |  
|                                                  |  |      | 118,381  |   |      |   | 81,579  |  
|Deferred tax liabilities:                         |  |      |          |   |      |   |         |  
|Deferred revenueoption fees                      |  |      | (5,489   | ) |      |   | (6,282  | )
|                                                  |  |      |          |   |      |   |         |  
|                                                  |  |      | 112,892  |   |      |   | 75,297  |  
|Less: Valuation allowance                         |  |      | (112,892 | ) |      |   | (75,297 | )
|                                                  |  |      |          |   |      |   |         |  
|Net deferred tax asset                            |  | $    |         |   |      | $ |        |  
|                                                  |  |      |          |   |      |   |         |  



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



The valuation allowance increased by $37.6 million, $23.2 million and $5.4 million in 2004, 2003 and
2002, respectively, to fully reserve the net deferred tax assets.



In October 2000, the Company entered into a tax sharing agreement with Novo Nordisk. The agreement states that all research and development tax credit carryforwards generated by the Company prior to November 9, 2000 used by the Company to
generate a tax benefit in future periods shall be reimbursed to Novo Nordisk. The total amount paid shall not exceed $12.0 million.



Realization of the deferred tax asset associated with intellectual property purchased from Novo Nordisk will be reflected as increases in
shareholders equity and will not be reflected as tax benefits in the statement of operations.



The reconciliation between the Companys effective tax rate and the income tax rate is as follows for the years ended December 31:



|                                     |  |      |    |  |      |    |  |      |   
|------------------------------------ |  | ---- | -- |  | ---- | -- |  | ---- | --
|                                     |  | 2004 |    |  | 2003 |    |  | 2002 |   
|Federal income tax rate              |  | (35  | )% |  | (35  | )% |  | (35  | )%
|Research and development tax credits |  | (4   | )  |  | (6   | )  |  | (7   | ) 
|Valuation allowance                  |  | 42   |    |  | 39   |    |  | 34   |   
|Other                                |  | (3   | )  |  | 2    |    |  | 8    |   
|                                     |  |      |    |  |      |    |  |      |   
|Effective tax rate                   |  | 0    | %  |  | 0    | %  |  | 0    | % 
|                                     |  |      |    |  |      |    |  |      |   



9.    Commitments



Operating leases



In November 2001, the Company entered into a
noncancellable operating lease agreement for office space near its corporate headquarters in Seattle, Washington. The lease term for one floor of the building began on February 1, 2002. In February 2004, the Company occupied additional office space
within the same building. The term of the lease runs through January 2012, with options to renew for up to two additional terms of five years each. Total annual lease payments under the lease averages approximately $1.2 million per year over their
terms. The rent expense associated with this lease is being recorded on a straight-line basis over the initial term of the lease.



Gross rental expense for the years ended December 31, 2004, 2003, and 2002 was $1.1 million, $700,000, and $2.6 million, respectively. Cash received under
sublease agreements was approximately $100,000 and $2.0 million for the years ended December 31, 2003 and 2002, respectively. There were no sublease agreements in 2004.



The following table presents the Companys commitments for future minimum rental payments under noncancelable operating
leases with initial or remaining terms in excess of one year (in thousands):



|                         |  |   |      
|------------------------ |  | - | -----
|Year ending December 31, |  |  
|2005                     |  | $ | 1,180
|2006                     |  |   | 1,189
|2007                     |  |   | 1,246
|2008                     |  |   | 1,248
|2009                     |  |   | 1,258
|Thereafter               |  |   | 2,714
|                         |  |   |      
|                         |  | $ | 8,835
|                         |  |   |      



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##### Table of Contents

ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



Other



Certain key employees have employment agreements with the Company which provide for salary, health insurance and certain additional severance benefits.



10.    Serono S.A. agreements



In August 2001, the Company entered into a collaborative development and
marketing agreement with Ares Trading S.A. (Serono), a wholly owned subsidiary of Serono S.A. Under the agreement, the Company is collaborating with Serono to develop biopharmaceutical products based on two receptors, TACI and BCMA. The Company
could receive license fee and milestone payments of up to an aggregate of $52.5 million in connection with the development and approval of products, of which $10.5 million has been received through December 31, 2004. The Company shares research and
development expenses worldwide, with the exception of Japan, where Serono covers all expenses. The Company retains an option to co-promote products with Serono in North America while Serono has exclusive rights to market products in the remainder of
the world, for which the Company will receive royalties. The Company has the option of discontinuing funding of research and development and commercialization costs, and forgoing its right to co-promote products in North America. If the Company
chooses to discontinue funding, Serono would have exclusive marketing rights in North America, and the Company would receive a royalty on any sales in North America in lieu of sharing in the net sales, commercialization expenses and profits from the
products. Serono is responsible for manufacturing all products for both clinical trials and commercial sale. The Company received a $7.5 million payment from Serono in 2001, which is being amortized over the estimated term of the development
program, approximately nine years.



In September 2004, the
Company entered into a Master Agreement with Serono S.A. and Serono B.V. (together, Serono), providing for a strategic research, development and commercialization alliance with Serono. On October 12, 2004, upon closing of the transaction, the
Company issued and sold to Serono 3,176,620 shares of common stock at a price per share of $15.74, for an aggregate purchase price of $50 million. The fair market value of the shares of common stock purchased on the date of the transaction exceeded
the common stock purchase price by $6.7 million. This amount was deferred and will be recorded as a reduction in option fee and license fee revenue over the five-year term of the strategic alliance. Pursuant to the strategic alliance agreement and
three other product-related agreements, Serono paid total upfront fees of $31.3 million plus potential milestones and royalties. Under the terms of the alliance, the companies will jointly fund and conduct research on certain protein candidates.
Serono has the option to license candidates designated for development, and the Company may elect to co-develop such candidates with Serono. For each protein licensed or co-developed by Serono, the Company will receive upfront fees plus potential
milestone payments, royalties and profit-sharing. The Company recorded revenue of $1.1 million at December 31, 2004 and will ratably recognize the remaining $23.4 million over the fiveyear term of the strategic alliance.





11.    Mandatorily redeemable convertible preferred stock



In November 2000, the Company issued 4,011,768 shares of Series B mandatorily redeemable convertible preferred stock to a group of investors at a price per share of $37.39, which provided proceeds to the Company of
approximately $142.5 million, net of offering costs of approximately $7.5 million. In the same period, the Company declared a dividend on the outstanding common stock owned by Novo Nordisk, issuing 2,528,000 shares of Series A mandatorily redeemable
convertible preferred stock. The holders of both Series A and B shares were entitled to receive a cumulative dividend of 8% per annum on the then current liquidation value. Each share of preferred stock was convertible into 3.6 shares of common
stock.



On February 1, 2002, the Company completed its initial
public offering, which resulted in the conversion of each share of Series A and Series B mandatorily redeemable convertible preferred stock to 3.6 shares of non-



64



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##### Table of Contents

ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



voting and voting common stock, respectively. Effective June 24, 2002, all outstanding shares of non-voting common stock were converted into the same number
of shares of voting common stock.



12.    Shareholders equity



The Companys authorized capital stock consists of 150,000,000 shares of no par value voting common stock, 30,000,000 shares of no par value non-voting common stock and 30,000,000 shares of no par value preferred stock. On January 9,
2002, the Company effected a 3.6-for-1 stock split of its common stock in the form of a stock dividend. All common stock share and per share amounts in the financial statements have been adjusted retroactively to reflect the stock split.



Common stock



On February 1, 2002, the Company sold 10,000,000 shares of common stock in an initial public offering, raising net proceeds
of $110.7 million. Upon the completion of the initial public offering the 4,011,768 shares of Series B mandatorily redeemable convertible preferred stock converted to 14,442,359 shares of voting common stock, and the 2,528,000 shares of Series A
mandatorily redeemable convertible preferred stock converted to 9,100,800 shares of non-voting common stock. Effective June 24, 2002, all shares of non-voting common stock were converted into the same number of shares of voting common stock. In
October 2003, the Company sold 6,100,000 shares of common stock in a public offering, raising net proceeds of $71.3 million.



In May 2004, the Company entered into a license agreement with Amgen Inc. and a related agreement pursuant to which Amgen Inc. agreed to purchase 624,337
shares of the Companys common stock for a total purchase price of $10 million. The terms of the license agreement provide that the Company will have no performance obligations over the life of the agreement. The Company received an upfront
license fee, which was recorded as revenue immediately, and is eligible to receive milestone payments upon the achievement of certain events, and royalties on product sales, if any. The fair market value of the shares of common stock purchased on
the date of the transaction exceeded the common stock purchase price by $289,000. This amount was recorded as a reduction in license fee revenue.



On October 12, 2004, upon closing of the strategic alliance transaction, the Company issued and sold to Serono 3,176,620 shares of common stock at a price
per share of $15.74, for an aggregate purchase price of $50 million. Additionally, the Company entered into a strategic alliance agreement and three other product-related agreements pursuant to which Serono paid total upfront fees of $31.3 million
plus potential milestones and royalties. The upfront fees will be ratably recognized over the five-year term of the strategic alliance. The fair market value of the shares of common stock purchased on the date of the transaction exceeded the common
stock purchase price by $6.7 million. This amount was deferred and will be recorded as a reduction in option fee and license fee revenue over the five-year term of the strategic alliance.



Stock options



In March 2000, the Company adopted the 2000 Stock Incentive Plan (the 2000 Plan). Upon completion of the Companys initial public offering in
February 2002, the 2000 Plan was suspended and the 2001 Stock Incentive Plan (the 2001 Plan) became effective. Both Plans provide for the issuance of incentive stock options and nonqualified stock options to employees, directors, consultants and
other independent contractors who provide services to the Company. The Companys board of directors is responsible for administration of the Plans and determines the term of each option, exercise price and the vesting terms. Options generally
vest over a



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##### Table of Contents

ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



four-year period and expire ten years from the date of grant. The 2001 Plan provides for an annual increase in authorized shares effective the first day of
each year equal to the least of (i) 2,700,000 shares; (ii) 5% of the outstanding common stock as of the end of the Companys preceding fiscal year; and (iii) a lesser amount as determined by the Board of Directors. The first annual increase
under the 2001 Plan occurred upon completion of the Companys initial public offering. Any shares from the 2000 Plan that are not actually issued shall continue to be available for issuance under the 2001 Plan. The Company has reserved a total
of 14,338,650 shares of common stock for issuance under the Plans, of which 1,841,827 are available for future grant at December 31, 2004. Certain board members were granted options to purchase 144,000 shares that are immediately exercisable.
Options to purchase 206,085 shares were granted in 2004, 2003 and 2002 to certain board members. These options vest and become exercisable as of the one-year anniversary of the grant date.



A summary of stock option activity under the Plans is presented below:



|                           |  |                          |   |  |                                  |   |  |                                          |       |                                         |   |      
|-------------------------- |  | ------------------------ | - |  | -------------------------------- | - |  | ---------------------------------------- | ----- | --------------------------------------- | - | -----
|                           |  | Sharesavailable forgrant |   |  | Shares subject to optionsgranted |   |  | Weighted-average exercise priceper share |       | Weighted-average fairvalue at grantdate
|Balance, January 1, 2002   |  | 1,241,828                |   |  | 7,307,092                        |   |  | $                                        | 3.35  |                                         |   |      
|Additional shares reserved |  | 603,180                  |   |  |                                  |   |  |                                          |       |                                         |   |      
|Granted                    |  | (1,241,410               | ) |  | 1,241,410                        |   |  | $                                        | 8.34  |                                         | $ | 5.05 
|Exercised                  |  |                         |   |  | (208,272                         | ) |  | $                                        | 2.86  |                                         |   |      
|Canceled                   |  | 72,833                   |   |  | (72,833                          | ) |  | $                                        | 3.73  |                                         |   |      
|                           |  |                          |   |  |                                  |   |  |                                          |       |                                         |   |      
|Balance, December 31, 2002 |  | 676,431                  |   |  | 8,267,397                        |   |  | $                                        | 4.10  |                                         |   |      
|                           |  |                          |   | 
|Additional shares reserved |  | 2,290,752                |   |  |                                  |   |  |                                          |       |                                         |   |      
|Granted                    |  | (2,188,272               | ) |  | 2,188,272                        |   |  | $                                        | 11.02 |                                         | $ | 6.65 
|Exercised                  |  |                         |   |  | (579,344                         | ) |  | $                                        | 3.60  |                                         |   |      
|Canceled                   |  | 498,661                  |   |  | (498,661                         | ) |  | $                                        | 6.09  |                                         |   |      
|                           |  |                          |   |  |                                  |   |  |                                          |       |                                         |   |      
|Balance, December 31, 2003 |  | 1,277,572                |   |  | 9,377,664                        |   |  | $                                        | 5.64  |                                         |   |      
|                           |  |                          |   | 
|Additional shares reserved |  | 2,624,718                |   |  |                                  |   |  |                                          |       |                                         |   |      
|Granted                    |  | (2,316,535               | ) |  | 2,316,535                        |   |  | $                                        | 17.38 |                                         | $ | 10.45
|Exercised                  |  |                         |   |  | (1,321,907                       | ) |  | $                                        | 3.98  |                                         |   |      
|Canceled                   |  | 256,072                  |   |  | (256,072                         | ) |  | $                                        | 9.90  |                                         |   |      
|                           |  |                          |   |  |                                  |   |  |                                          |       |                                         |   |      
|Balance, December 31, 2004 |  | 1,841,827                |   |  | 10,116,220                       |   |  | $                                        | 8.44  |                                         |   |      
|                           |  |                          |   |  |                                  |   |  |                                          |       |                                         |   |      



The exercise prices of
options granted during 2001 and through January 9, 2002 were less than the estimated fair value of the Companys shares at the date of grant. Estimated fair values during this time period ranged from $9.09 to $15.11 per share and, accordingly,
the Company recorded total deferred compensation of $29.2 million. The exercise prices of options granted for the remainder of 2002 and through December 31, 2004, were equal to the fair value of the Companys shares at the date of grant.



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



The following table summarizes information about options outstanding at December 31, 2004:



|                  |  |                                  |       |                     |            |                                                        |     |                 |           |                                  |   |      
|----------------- |  | -------------------------------- | ----- | ------------------- | ---------- | ------------------------------------------------------ | --- | --------------- | --------- | -------------------------------- | - | -----
|                  |  | Options outstanding              |       | Options exercisable
|Exercise price    |  | Weighted-average exercise prices |       | Number of shares    |            | Weighted-average remaining contractual life (in years) |     | Number ofshares |           | Weighted-average exercise prices
|$  2.77  $  3.88 |  | $                                | 2.78  |                     | 3,287,069  |                                                        | 5.5 |                 | 3,234,457 |                                  | $ | 2.78 
|$  3.89  $  4.44 |  | $                                | 4.35  |                     | 1,060,273  |                                                        | 6.6 |                 | 859,482   |                                  | $ | 4.34 
|$  4.45  $  8.50 |  | $                                | 6.36  |                     | 1,429,974  |                                                        | 7.3 |                 | 930,869   |                                  | $ | 6.19 
|$  8.51  $  9.98 |  | $                                | 9.78  |                     | 1,357,388  |                                                        | 8.1 |                 | 571,157   |                                  | $ | 9.79 
|$  9.99  $16.61  |  | $                                | 14.67 |                     | 1,270,937  |                                                        | 8.8 |                 | 318,291   |                                  | $ | 13.40
|$16.62  $23.00   |  | $                                | 17.91 |                     | 1,710,579  |                                                        | 9.4 |                 | 1,250     |                                  | $ | 18.19
|                  |  |                                  |       |                     |            |                                                        |     |                 |           |                                  |   |      
|$  2.77  $23.00  |  | $                                | 8.44  |                     | 10,116,220 |                                                        | 7.3 |                 | 5,915,506 |                                  | $ | 4.79 
|                  |  |                                  |       |                     |            |                                                        |     |                 |           |                                  |   |      



Stock Options exercisable at:



|                  |  |           |  |   |     
|----------------- |  | --------- |  | - | ----
|December 31, 2003 |  | 5,036,853 |  | $ | 3.62
|                  |  |           |  |   |     
|December 31, 2002 |  | 3,848,876 |  | $ | 3.10
|                  |  |           |  |   |     



Estimated fair values
of stock options granted have been determined using the Black-Scholes option pricing model with the following assumptions:



|                                |  |         |  |         |  |        
|------------------------------- |  | ------- |  | ------- |  | -------
|                                |  | 2004    |  | 2003    |  | 2002   
|Expected dividend yield         |  | 0%      |  | 0%      |  | 0%     
|Expected stock price volatility |  | 70%     |  | 70%     |  | 70%    
|Risk-free interest rate         |  | 3.42%   |  | 3.17%   |  | 3.85%  
|Expected life of options        |  | 5 years |  | 5 years |  | 5 years



On September 14, 2001,
the Company made loans to certain executives totaling $725,000, pursuant to promissory notes in connection with the purchase of shares of common stock upon the exercise of non-qualified stock options by the executives. In June 2004, these loans were
repaid in full with shares of common stock originally purchased with the loan proceeds. The Company recorded a one-time non-cash compensation charge of $3.2 million related to the repayment.



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ZYMOGENETICS, INC.



NOTES TO FINANCIAL STATEMENTS(Continued)



13.    Quarterly Financial Results (unaudited)



The following table contains selected statements of operations information,
which is unaudited and should be read in conjunction with the Companys financial statements and related notes included elsewhere in this report. The Company believes that the following unaudited information reflects all normal recurring
adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Operating results for each quarter of 2004 and 2003
are summarized as follows (in thousands):



|                                            |  |          |         |   |         |   |         |              |  |   |             |   |  |   |         |  
|------------------------------------------- |  | -------- | ------- | - | ------- | - | ------- | ------------ |  | - | ----------- | - |  | - | ------- | -
|                                            |  | March 31 |         |   | June 30 |   |         | September 30 |  |   | December 31 |  
|Year ended December 31, 2004:               |  |          |         |   |         |   |         |              |  |   |             |   |  |   |         |  
|Revenue                                     |  | $        | 5,689   |   |         | $ | 8,353   |              |  | $ | 11,936      |   |  | $ | 9,716   |  
|Net loss                                    |  | $        | (18,896 | ) |         | $ | (24,466 | )            |  | $ | (22,002     | ) |  | $ | (23,392 | )
|Basic and diluted net loss per common share |  | $        | (0.36   | ) |         | $ | (0.46   | )            |  | $ | (0.41       | ) |  | $ | (0.41   | )
|                                            |  |          |         |  
|                                            |  | March 31 |         |   | June 30 |   |         | September 30 |  |   | December 31 |  
|Year ended December 31, 2003:               |  |          |         |   |         |   |         |              |  |   |             |   |  |   |         |  
|Revenue                                     |  | $        | 6,233   |   |         | $ | 5,721   |              |  | $ | 8,212       |   |  | $ | 5,791   |  
|Net loss                                    |  | $        | (13,471 | ) |         | $ | (13,828 | )            |  | $ | (14,995     | ) |  | $ | (17,277 | )
|Basic and diluted net loss per common share |  | $        | (0.29   | ) |         | $ | (0.30   | )            |  | $ | (0.32       | ) |  | $ | (0.34   | )



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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.



Item 9A.    Controls and Procedures



Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of
the period covered by this report, have concluded that as of such date our disclosure controls and procedures were effective. No change in our internal control over financial reporting occurred during the quarter ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



We, the management of ZymoGenetics, Inc., are responsible for the preparation, integrity, and fair presentation of the financial statements contained in
this Annual Report on Form 10-K. Furthermore, we are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control system
was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.



We have assessed the effectiveness of our companys
internal control over financial reporting as of December 31, 2004. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated
Framework. Based on our assessment using those criteria, we concluded that our internal control over financial reporting was effective as of December 31, 2004.



Our companys independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an audit report on
our assessment of the effectiveness of the companys internal control over financial reporting as of December 31, 2004. This report appears on pages 47 and 48 of this Annual Report on Form 10-K.



Item 9B.    Other Information



None.



PART III



Item 10.    Directors and Executive Officers of the Registrant



(a)    The information required by this item with respect to our directors is incorporated by reference to the sections captioned
Election of Directors and Report by the Audit Committee in the proxy statement for our annual meeting of shareholders to be held on June 10, 2005. We will file the proxy statement within 120 days of December 31, 2004, our
fiscal year end.



(b)    The information
required by this item with respect to our executive officers is incorporated by reference to the section captioned Executive Officers in the proxy statement for our annual meeting of shareholders to be held on June 10, 2005.



(c)    The information required by this item with
respect to our code of ethics is incorporated by reference to the section captioned Other Matters in the proxy statement for our annual meeting of shareholders to be held on June 10, 2005.



Item 11.    Executive Compensation



The information required by this item with respect to executive compensation is incorporated by reference to the section captioned Executive Compensation in the proxy statement for our annual meeting of
shareholders to be held on June 10, 2005.



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##### Table of Contents

Item 12.    Security Ownership of Beneficial Owners and Management and Related Shareholder Matters



The information required by this item with respect to beneficial ownership is incorporated by reference to the section captioned Security Ownership
of Certain Beneficial Owners and Management in the proxy statement for our annual meeting of shareholders to be held on June 10, 2005.



The following table provides information regarding our equity compensation plans at December 31, 2004.



|                                                           |  |                                                                                       |  |                                                                         |      |                                                                                            |          
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------ | ---------
|Plan category                                              |  | Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights |  | Weighted-averageexercise price ofoutstandingoptions, warrantsand rights |      | Number ofsecuritiesremaining availablefor future issuanceunder
equitycompensation plans(1)
|Equity compensation plans approved by security holders     |  | 10,116,220                                                                            |  | $                                                                       | 8.44 |                                                                                            | 1,841,827
|Equity compensation plans not approved by security holders |  |                                                                                      |  |                                                                         |     |                                                                                            |         
|                                                           |  |                                                                                       |  |                                                                         |      |                                                                                            |          
|Total                                                      |  | 10,116,220                                                                            |  | $                                                                       | 8.44 |                                                                                            | 1,841,827
|                                                           |  |                                                                                       |  |                                                                         |      |                                                                                            |          

---

|(1) |  | Does not include an increase of 2,700,000 shares, effective January 1, 2005, pursuant to a provision of the 2001 Plan that provides for an annual increase effective the first day of
each year equal to the least of (i) 2,700,000 shares; (ii) 5% of the outstanding common stock as of the end of the Companys preceding fiscal year; and (iii) a lesser amount as determined by the Board of Directors.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 13.    Certain Relationships and Related Transactions



The information required by this item is incorporated by reference to the section captioned Certain Transactions in the proxy statement for
our annual meeting of shareholders to be held on June 10, 2005.



Item 14.    Principal Accountant Fees and Services



The information required by this item is incorporated by reference to the section captioned Independent Registered Public Accounting Firm in
the proxy statement for our annual meeting of shareholders to be held on June 10, 2005.



PART IV



Item 15.    Exhibits, Financial Statement Schedule and Reports on Form 8-K



(a)    The following documents are filed as part of this Form 10-K:

1.Financial Statements.    The following financial statements are contained in Item 8 of this Annual Report on Form 10-K:



|                                                        |  |                  
|------------------------------------------------------- |  | -----------------
|                                                        |  | Page in Form 10-K
|Report of Independent Registered Public Accounting Firm |  | 47  48          
|                                                        | 
|Balance Sheets                                          |  | 49               
|                                                        | 
|Statements of Operations                                |  | 50               
|                                                        | 
|Statement of Changes in Shareholders Equity            |  | 51               
|                                                        | 
|Statements of Cash Flows                                |  | 52               
|                                                        | 
|Notes to Financial Statements                           |  | 53  68          



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##### Table of Contents

2.Financial Statement Schedules



All financial statement schedules have been omitted because the required
information is either included in the financial statements or the notes thereto or is not applicable.



3.Exhibits



|            |   |  |                                                                                                                                                                                             |  |    
|----------- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|Exhibit No. |   |  | Description                                                                                                                                                                                 |  |    
|3.1         |   |  | Amended and Restated Articles of Incorporation of ZymoGenetics, Inc.                                                                                                                        |  | (D)
|            |   | 
|3.2         |   |  | Amended and Restated Bylaws.                                                                                                                                                                |  | (A)
|            |   | 
|9.1         |   |  | Agreement and Waiver of Co-Sale Rights, dated July 16, 2001, by and among ZymoGenetics, Inc., the holders of Series B Preferred Stock
listed on the signature pages thereto and Serono B.V. |  | (A)
|            |   | 
|9.2         |   |  | Share Transfer and Voting Agreement, dated January 2, 2001, by and between Warburg, Pincus Equity Partners, L.P. and Mount Everest
Advisors, L.L.C. and acknowledged by ZymoGenetics, Inc.  |  | (A)
|            |   | 
|10.1        |  |  | Amended and Restated Employment Agreement, dated February 3, 2005, between ZymoGenetics, Inc. and Bruce L.A. Carter, Ph.D.                                                                  |  | (J)
|            |   | 
|10.2        |  |  | Employment Agreement, dated March 21, 2001, between ZymoGenetics, Inc. and Jan K. Öhrström.                                                                                                 |  | (A)
|            |   | 
|10.3        |  |  | Employment Agreement, dated April 23, 2001, between ZymoGenetics, Inc. and Frank D. Collins.                                                                                                |  | (A)
|            |   | 
|10.4        |  |  | Employment Agreement, dated April 30, 2001, between ZymoGenetics, Inc. and James A. Johnson.                                                                                                |  | (E)
|            |   | 
|10.5        |  |  | Employment Agreement, dated January 2, 2002, between ZymoGenetics, Inc. and Mark D. Young.                                                                                                  |  | (A)
|            |   | 
|10.6        |  |  | Employment Agreement, dated February 12, 2002, between ZymoGenetics, Inc. and Suzanne Shema.                                                                                                |  | (B)
|            |   | 
|10.7        |  |  | Employment Agreement, dated September 17, 2003, between ZymoGenetics, Inc. and Fredrik Henell.                                                                                              |  | (F)
|            |   | 
|10.8        |  |  | Employment Agreement, dated August 29, 2004, between ZymoGenetics, Inc. and Douglas E. Williams.                                                                                            |  | (I)
|            |   | 
|10.9        |  |  | Amended and Restated 2000 Stock Incentive Plan.                                                                                                                                             |  | (A)
|            |   | 
|10.10       |  |  | 2001 Stock Incentive Plan.                                                                                                                                                                  |  | (A)
|            |   | 
|10.11       |  |  | Stock Option Grant Program for Nonemployee Directors under the ZymoGenetics 2001 Stock Incentive Plan.                                                                                      |  |    
|            |   | 
|10.12       |  |  | Deferred Compensation Plan for Key Employees.                                                                                                                                               |  | (A)
|            |   | 
|10.13       |   |  | Form of Promissory Note, dated September 14, 2001, between ZymoGenetics, Inc. and the executive officers listed on Schedule A
thereto.                                                      |  | (A)
|            |   | 
|10.14       |   |  | Form of Pledge and Security Agreement, dated September 14, 2001, between ZymoGenetics, Inc. and the executive officers listed on Schedule A
thereto.                                        |  | (A)
|            |   | 
|10.15       |   |  | Pledge and Security Agreement, dated September 14, 2001, between ZymoGenetics, Inc. and Bruce L.A Carter.                                                                                   |  | (A)
|            |   | 
|10.16       | * |  | Insulin Agreement, dated August 6, 1982, between ZymoGenetics, Inc. and Novo Industri A/S.                                                                                                  |  | (A)
|            |   | 
|10.17       |   |  | Amendment to Insulin Agreement, dated May 18, 2004, between ZymoGenetics, Inc. and Novo Nordisk A/S.                                                                                        |  | (H)



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|            |   |  |                                                                                                                                                                                                                                         |  |    
|----------- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|Exhibit No. |   |  | Description                                                                                                                                                                                                                             |  |    
|10.18       | * |  | Addendum to Insulin Agreement, dated May 18, 2004, between ZymoGenetics, Inc. and Novo Nordisk A/S.                                                                                                                                     |  | (H)
|            |   | 
|10.19       | * |  | Letter Agreement, dated March 13, 1987, between ZymoGenetics, Inc. and Novo Industri A/S.                                                                                                                                               |  | (A)
|            |   | 
|10.20       | * |  | Amended and Restated Human Glucagon, Analogues of Human Glucagon, Analogues of Human Insulin Letter Agreement, dated September 28, 2000,
between ZymoGenetics, Inc. and Novo Nordisk A/S.                                               |  | (A)
|            |   | 
|10.21       | * |  | License Agreement for Analogues of Human Insulin, dated September 28, 2000, between the registrant and Novo Nordisk Health Care
AG.                                                                                                     |  | (A)
|            |   | 
|10.22       | * |  | License Agreement, dated February 23, 1989, between ZymoGenetics, Inc. and the University of Washington.                                                                                                                                |  | (A)
|            |   | 
|10.23       | * |  | License Agreement, dated January 18, 1994, including Amendment No. 1, dated January 1, 1997, and Amendment No. 2, dated June 5, 2000,
between and among ZymoGenetics, Inc., Novo Nordisk A/S, Johnson & Johnson and Chiron Corporation. |  | (A)
|            |   | 
|10.24       | * |  | Royalty Agreement pertaining to the January 18, 1994 Agreement Relating to Platelet Derived Growth Factor, dated January 1, 2000, between
ZymoGenetics, Inc. and Novo Nordisk.                                                          |  | (A)
|            |   | 
|10.25       | * |  | License Agreement, dated December 31, 1998, as amended on February 4, 1999 and October 23, 2000, between ZymoGenetics, Inc. and St. Jude
Childrens Research Hospital.                                                                  |  | (A)
|            |   | 
|10.26       | * |  | Option and License Agreement, effective November 10, 2000, as amended effective as of June 16, 2000 and October 20, 2000, between
ZymoGenetics, Inc. and Novo Nordisk A/S.                                                              |  | (A)
|            |   | 
|10.27       | * |  | Cross-License Agreement, effective November 10, 2000, between ZymoGenetics, Inc. and Novo Nordisk A/S, Enzyme Business.                                                                                                                 |  | (A)
|            |   | 
|10.28       | * |  | Cross-License Agreement, effective November 10, 2000, between ZymoGenetics, Inc. and Novo Nordisk A/S.                                                                                                                                  |  | (A)
|            |   | 
|10.29       | * |  | Kunitz Protein Agreement, effective November 10, 2000, between ZymoGenetics, Inc. and Novo Nordisk A/S.                                                                                                                                 |  | (A)
|            |   | 
|10.30       | * |  | Collaborative Development and Marketing Agreement, effective August 30, 2001 by and between ZymoGenetics, Inc. and Ares Trading
S.A.                                                                                                    |  | (A)
|            |   | 
|10.31       | * |  | Collaborative Agreement for IL-21, dated December 14, 2002, between ZymoGenetics, Inc. and Novo Nordisk A/S.                                                                                                                            |  | (E)
|            |   | 
|10.32       | * |  | Exclusive Patent License Agreement, effective December 18, 2002, between ZymoGenetics, Inc. and Aventis Behring GmbH.                                                                                                                   |  | (E)
|            |   | 
|10.33       |   |  | Series B Preferred Stock Purchase Agreement, dated October 20, 2000, by and among ZymoGenetics, Inc., Novo Nordisk A/S and the other
investors listed on Exhibit A thereto.                                                             |  | (A)
|            |   | 
|10.34       |   |  | Shareholders Agreement by and among ZymoGenetics, Inc., Novo Nordisk A/S, Novo Nordisk Pharmaceuticals, Inc. and the investors listed
on Schedule A thereto, effective as of November 10, 2000.                                        |  | (A)
|            |   | 
|10.35       |   |  | First Amendment to Shareholders Agreement by and among ZymoGenetics, Inc., Novo Nordisk A/S, Novo Nordisk Pharmaceuticals, Inc. and
the investors listed on Schedule A thereto, dated as of February 4, 2002.                          |  | (C)
|            |   | 
|10.36       |   |  | Investors Rights Agreement by and among ZymoGenetics, Inc., Novo Nordisk Pharmaceuticals, Inc. and the persons listed on Schedule A
thereto, effective as of November 10, 2000.                                                        |  | (A)
|            |   | 
|10.37       |   |  | Tax Sharing Agreement, effective October 20, 2000, between ZymoGenetics, Inc. and Novo Nordisk of North America, Inc.                                                                                                                   |  | (A)



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|            |   |  |                                                                                                                                                                                |  |    
|----------- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---
|Exhibit No. |   |  | Description                                                                                                                                                                    |  |    
|10.38       |   |  | Office Lease Agreement, dated November 9, 2001, between ZymoGenetics, Inc. and 1144 Eastlake LLC.                                                                              |  | (A)
|10.39       |   |  | Lease Agreement, dated October 4, 2002, between ZymoGenetics, Inc. and ARE-1201/1208 Eastlake Avenue, LLC.                                                                     |  | (E)
|10.40       |   |  | Amendment No. 2 to Lease Agreement, dated July 19, 2004, between ZymoGenetics, Inc. and ARE-1201/1208 Eastlake Avenue, LLC.                                                    |  | (H)
|10.41       |   |  | Lease Agreement, dated October 4, 2002, between ZymoGenetics, Inc. and ARE-1208 Eastlake Avenue, LLC.                                                                          |  | (E)
|10.42       |   |  | Amendment No. 2 to Lease Agreement, dated June 14, 2004, between ZymoGenetics, Inc. and ARE-/1208 Eastlake Avenue, LLC.                                                        |  | (H)
|10.43       | * |  | Development and Supply Agreement, dated October 1, 2003, between ZymoGenetics, Inc. and Abbott Laboratories.                                                                   |  | (G)
|10.44       | * |  | Strategic Alliance Agreement, dated October 12, 2004, between ZymoGenetics, Inc. and Serono S.A.                                                                               |  |    
|10.45       | * |  | License Agreement for Recombinant Factor XIII, dated October 4, 2004, among ZymoGenetics, Inc., Novo Nordisk A/S and Novo Nordisk Health
Care AG.                              |  |    
|23.1        |   |  | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.                                                                                          |  |    
|31.1        |   |  | Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                           |  |    
|31.2        |   |  | Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                           |  |    
|32.1        |   |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. |  |    

---

| |  | Management contract or compensatory plan or arrangement.
|- |  | --------------------------------------------------------

|* |  | Portions of these exhibits have been omitted based on a grant of confidential treatment from the Securities and Exchange Commission. The omitted portions of these exhibits have been
filed separately with the SEC.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(A) |  | Incorporated by reference to ZymoGenetics Registration Statement on Form S-1 (No. 333-69190) filed on September 10, 2001, as amended.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Incorporated by reference to ZymoGenetics Annual Report on Form 10-K for the year ended December 31, 2001.
|--- |  | ----------------------------------------------------------------------------------------------------------

|(C) |  | Incorporated by reference to ZymoGenetics Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
|--- |  | -------------------------------------------------------------------------------------------------------------

|(D) |  | Incorporated by reference to ZymoGenetics Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(E) |  | Incorporated by reference to ZymoGenetics Annual Report on Form 10-K for the year ended December 31, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------

|(F) |  | Incorporated by reference to ZymoGenetics Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|--- |  | -----------------------------------------------------------------------------------------------------------------

|(G) |  | Incorporated by reference to ZymoGenetics Annual Report on Form 10-K for the year ended December 31, 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------

|(H) |  | Incorporated by reference to ZymoGenetics Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
|--- |  | ------------------------------------------------------------------------------------------------------------

|(I) |  | Incorporated by reference to ZymoGenetics Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|--- |  | -----------------------------------------------------------------------------------------------------------------

|(J) |  | Incorporated by reference to ZymoGenetics Current Report on Form 8-K dated as of February 3, 2005.
|--- |  | --------------------------------------------------------------------------------------------------



(b)    The exhibits required by this item are listed under item 15(a)(3).



73



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##### Table of Contents

SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



|                     |  |                                                                |  |                         
|-------------------- |  | -------------------------------------------------------------- |  | ------------------------
|ZYMOGENETICS, INC.   |  |                                                                |  |                         
|                     |  |                                                               
|Date: March 11, 2005 |  | By:                                                            |  | /s/    BRUCE L.A.
CARTER
|                     |  | Bruce L.A. Carter, Ph.D. President and Chief Executive Officer



Each person whose
individual signature appears below hereby authorizes and appoints Bruce L.A. Carter and James A. Johnson, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful
attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Annual Report on Form 10-K,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.



Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.



|                                                   |  |                                                                                                           |  |               
|-------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                          |  | Title                                                                                                     |  | Date          
|                                                   |  |                                                                                                          
|/s/    BRUCE L.A.
CARTERBruce L.A. Carter,
Ph.D.   |  | President, Chief Executive Officer and Director (Principal Executive Officer)                             |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    JAMES A.
JOHNSONJames A.
Johnson            |  | Senior Vice President, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer) |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    GEORGE B.
RATHMANNGeorge B. Rathmann,
Ph.D. |  | Chairman of the Board of Directors                                                                        |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    DAVID I. HIRSHDavid I. Hirsh, Ph.D.         |  | Director                                                                                                  |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    JONATHAN S.
LEFFJonathan S.
Leff            |  | Director                                                                                                  |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    KURT ANKER
NIELSENKurt Anker
Nielsen        |  | Director                                                                                                  |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    EDWARD E.
PENHOETEdward E. Penhoet,
Ph.D.   |  | Director                                                                                                  |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    JAMES A. HARPERJames A. Harper              |  | Director                                                                                                  |  | March 11, 2005
|                                                   |  |                                                                                                          
|/s/    LARS REBIEN
SØRENSENLars Rebien
Sørensen    |  | Director                                                                                                  |  | March 11, 2005



74