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SEAGEN INC.  GLOBAL PERFORMANCE STOCK UNIT GRANT NOTICE  (AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN)  Seagen Inc. (the “Company”), pursuant to its Amended and Restated 2007 Equity Incentive Plan (the “Plan”), hereby  awards to Participant a Stock Unit Award for the number of stock units set forth below (the “Award”).  The Award is  subject to all of the terms and conditions as set forth herein and in the Plan and the Global Performance Stock Unit  Agreement (including Exhibit A to the Global Performance Stock Unit Agreement and any special terms and  conditions for Participant’s country set forth in the attached appendix (the “Appendix”)), both of which are  incorporated herein in their entirety.  Capitalized terms not otherwise defined herein shall have the meanings set forth  in the Plan or the Global Performance Stock Unit Agreement, as applicable.  Except as otherwise explicitly provided  herein, in the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control;  provided, however, that the terms of the Award shall control with respect to any terms regarding a Change of Control  or a Termination of Employment.  Participant: [•]  Date of Grant: [•] Target Number of Stock  Units Subject to Award   (the “Target Shares”):   [•]  Maximum Number of Stock  Units Subject to Award   (the “Maximum Shares”):   [•]  Vesting Schedule: The Award shall vest in accordance with Section 2 of the Global Performance  Stock Unit Agreement and Exhibit A to the Global Performance Stock Unit  Agreement.  Issuance Schedule: The Shares to be issued in respect of the Award will be issued in accordance with  the issuance schedule set forth in Section 7 of the Global Performance Stock Unit  Agreement.  Sell to Cover Election: By accepting the Award, Participant hereby: (1) elects, effective on the date  Participant accepts the Award, to sell Shares issued in respect of the Award in an  amount determined in accordance with Section 13(c) of the Global Performance  Stock Unit Agreement, and to allow the Agent to remit the cash proceeds of such  sale to the Company as more specifically set forth in Section 13(c) of the Global  Performance Stock Unit Agreement (a “Sell to Cover”); (2) directs the Company  to make a cash payment to satisfy the Withholding Obligation from the cash  proceeds of such sale directly to the appropriate taxing authorities; and (3)  represents and warrants that (i) Participant has carefully reviewed Section  13(c) of the Global Performance Stock Unit Agreement, (ii) Participant is not  aware of any material, nonpublic information with respect to the Company  or any securities of the Company as of the Date of Grant, provided that if  Participant is in possession of such material, nonpublic information as of the  Date of Grant, then the mandatory sale of Shares pursuant to Section 13(c)  of the Global Performance Stock Unit Agreement shall become a binding  contract as of the first date thereafter on which Participant is not in  possession of material, nonpublic information and Participant shall not effect  any sales pursuant to Section 13(c) on the basis of material, nonpublic  information of which Participant was aware of on the Date of Grant, (iii) on  Exhibit 10.5 





 






      the date Participant accepts the Award Participant is not subject to any legal,  regulatory or contractual restriction that would prevent the Agent from  conducting sales, does not have, and will not attempt to exercise, authority,  influence or control over any sales of Shares effected by the Agent pursuant  to the Global Performance Stock Unit Agreement, and is entering into the  Global Performance Stock Unit Agreement and this election to Sell to Cover  in good faith and not as part of a plan or scheme to evade the prohibitions of  Rule 10b5-1 (regarding trading of the Company's securities on the basis of  material nonpublic information) under the Exchange Act (or other  applicable securities laws in the case of Participants not subject to U.S.  securities laws), and (iv) it is Participant’s intent that this election to Sell to  Cover and Section 13(c) of the Global Performance Stock Unit Agreement  comply with the requirements of Rule 10b5-1(c)(1) under the Exchange Act  (or other applicable securities laws in the case of Participants not subject to  U.S. securities laws) and be interpreted to comply with the requirements of  Rule 10b5-1(c) under the Exchange Act (or other applicable securities laws  in the case of Participants not subject to U.S. securities laws).  Participant  further acknowledges that by accepting the Award, Participant is adopting a  10b5-1 Plan (as defined in Section 13(c) of the Global Performance Stock  Unit Agreement) to permit Participant to conduct a Sell to Cover sufficient  to satisfy the Withholding Obligation as more specifically set forth in Section  13(c) of the Global Performance Stock Unit Agreement.  Additional Terms/Acknowledgements:  Participant acknowledges receipt of, and understands and agrees to, this  Global Performance Stock Unit Grant Notice, the Global Performance Stock Unit Agreement (including the provisions  of Section 13(c) thereof with respect to the Sell to Cover, Exhibit A to the Global Performance Stock Unit Agreement  and the Appendix) and the Plan.  Participant also acknowledges receipt of the Prospectus for the Plan.  Participant  further acknowledges that as of the Date of Grant, this Global Performance Stock Unit Grant Notice, the Global  Performance Stock Unit Agreement (including Exhibit A to the Global Performance Stock Unit Agreement and the  Appendix) and the Plan set forth the entire understanding between Participant and the Company regarding the Award  and supersede all prior oral and written agreements on that subject.    Participant’s electronic acceptance shall signify Participant’s execution of this Global Performance Stock Unit Grant  Notice and understanding that the Award is granted and governed under the terms and conditions set forth herein.     SEAGEN INC.            Jean I. Liu  Chief Legal Officer        **PLEASE PRINT AND RETAIN THIS AGREEMENT FOR YOUR RECORDS** 





 






  1    SEAGEN INC.  AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN  GLOBAL PERFORMANCE STOCK UNIT AGREEMENT  Pursuant to the Global Performance Stock Unit Grant Notice (“Grant Notice”) and this  Global Performance Stock Unit Agreement, including any special terms and conditions for your  country set forth in the appendix attached hereto (this “Agreement”), Seagen Inc. (the “Company”)  has awarded you a Stock Unit Award (the “Award”) under its Amended and Restated 2007 Equity  Incentive Plan (the “Plan”).  Your Award is granted to you effective as of the Date of Grant set  forth in the Grant Notice for the Award.  This Agreement shall be deemed to be agreed to by the  Company and you upon your execution of the Grant Notice to which it is attached.  Capitalized  terms not explicitly defined in this Agreement shall have the same meanings given to them in the  Plan or the Grant Notice, as applicable.  Except as otherwise explicitly provided herein, in the  event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall  control; provided, however, that the terms of this Agreement shall control with respect to any terms  regarding a Change of Control or a Termination of Employment.  The details of your Award, in  addition to those set forth in the Grant Notice and the Plan, are as follows.  1. GRANT OF THE AWARD.  The Award represents the right to be issued on a future  date the number of Shares that is equal to the number of stock units indicated in the Grant Notice  (the “Stock Units”), contingent upon the performance criteria and the terms set forth in this  Agreement (including Exhibit A to this Agreement).  As of the Date of Grant, the Company will  credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the  maximum number of Stock Units subject to the Award.  Except as otherwise provided herein, you  will not be required to make any payment to the Company with respect to your receipt of the  Award, the vesting of the Stock Units or the delivery of the Shares to be issued in respect of the  Award.   2. VESTING.    (a) Subject to the terms of Sections 10, 11 and 13 of this Agreement, your  Award will vest, if at all, in accordance with this Section 2 and the vesting terms provided in  Exhibit A to this Agreement, provided that you have not incurred a Termination of Employment  before the Vesting Date (as defined in Exhibit A to this Agreement).  Except as set forth in this  Agreement, upon your Termination of Employment, the Stock Units credited to the Account that  were not vested on the date of such Termination of Employment will be forfeited at no cost to the  Company and you will have no further right, title or interest in the Stock Units or the Shares to be  issued in respect of the Award.  By accepting the grant of the Award, you acknowledge and agree  that the terms set forth in this Agreement (including the vesting terms provided in Exhibit A to this  Agreement) supersede any contrary terms regarding the vesting of the Award set forth in any notice  or other communication that you receive from, or that is displayed by, E*TRADE or other third  party designated by the Company.    (b) The Grant Notice sets forth the target and maximum number of Stock Units  that are eligible to vest in connection with the achievement of the performance condition  





 






  2    determined by the Compensation Committee of the Board of Directors of the Company or any  subcommittee thereof (the “Committee”) and set forth in the Performance Goal Grid in Exhibit A  to this Agreement (the “Performance Goal Grid”).  (c) The Committee shall certify the level of achievement of the performance  condition and the associated number of Stock Units that shall be entitled to vest pursuant to the  terms of this Agreement (the “Certified Shares”) in accordance with Exhibit A to this Agreement.   Subject to the terms of Sections 10 and 11 of this Agreement, no Stock Units subject to your Award  shall become Certified Shares unless and until the Committee certifies that the performance  condition has been achieved.  The Committee will have the full authority to determine whether the  performance condition was achieved and approve the Certified Shares in accordance with Exhibit  A to this Agreement; provided, however, that (i) such Certified Shares may not exceed the  Maximum Shares (as set forth in the Grant Notice, subject to Section 4 of this Agreement) and  subject to the terms of Sections 10 and 11 of this Agreement, in the event of performance below  the Threshold (as defined in Exhibit A to this Agreement), and (ii) none of the Stock Units will  vest and you will have no further right, title or interest in the Stock Units.  Any Certified Shares  will become eligible to vest on the Vesting Date (as defined in Exhibit A to this Agreement),  subject to the terms of Sections 2(a), 10, 11 and 12 of this Agreement.  (d) Subject to the terms of Sections 10 and 11 of this Agreement, in the event  the Committee determines that the performance condition is not fully or partially achieved, the  related Stock Units will not vest and will be forfeited effective as of the last day of the Performance  Period (as defined in Exhibit A to this Agreement), subject to earlier forfeiture in the event of your  Termination of Employment (except as set forth in this Agreement), and you will have no further  right, title or interest in the Stock Units associated with such performance condition.  (e) For purposes of your Award, your Termination of Employment will be  considered to be (regardless of the reason of termination, whether or not later found to be invalid  or in breach of employment or other laws or rules in the jurisdiction where you are providing  services or the terms of your employment or service agreement, if any) effective as of the date that  you cease to actively provide services to the Company or any Affiliate and will not be extended  by any notice period (e.g., employment or service would not include any contractual notice period  or any period of “garden leave” or similar period mandated under employment or other laws in the  jurisdiction where you are employed or providing services or the terms of your employment or  service agreement, if any). The Company shall have exclusive discretion to determine when you  are no longer actively employed or providing services for purposes of the Plan (including whether  you still may be considered to be providing services while on a leave of absence).  3. FORFEITURE OF AWARD NOT TIMELY ACCEPTED.  The Award is conditioned  upon your electronic acceptance of the Award, as set forth in the Grant Notice.  Notwithstanding  the foregoing or anything in this Agreement to the contrary, if you fail to accept the Award prior  to the Vesting Date, the portion of the Award that otherwise would have vested on the Vesting  Date will be forfeited at no cost to the Company, and you will have no further right, title or interest  in such portion. In the event of your Termination of Employment as a result of your death or  Disability prior to acceptance of the Award, the Company will deem the Award as being  accepted.  





 






  3    4. NUMBER OF SHARES.   (a) The number of Stock Units subject to your Award may be adjusted from  time to time for changes in capitalization, as provided in Section 13 of the Plan.  (b) Any additional Stock Units that become subject to the Award pursuant to  this Section 4 shall be subject, in a manner determined by the Administrator, to the same forfeiture  restrictions, restrictions on transferability, and time and manner of delivery as applicable to the  other Stock Units covered by your Award.  (c) Notwithstanding the provisions of this Section 4, no fractional Shares or  rights for fractional Shares shall be created pursuant to this Section 4.  The Administrator shall, in  its discretion, determine an equivalent benefit for any fractional Shares or fractional Shares that  might be created by the adjustments referred to in this Section 4.  5. COMPLIANCE WITH APPLICABLE LAWS.  You may not be issued any Shares in  respect of your Award unless either (i) such Shares are registered under the Securities Act (or other  applicable securities laws in the case of Participants not subject to U.S. securities laws); or (ii) the  Company has determined that such issuance would be exempt from the registration requirements  of the Securities Act (or other applicable securities laws in the case of Participants not subject to  U.S. securities laws).  Your Award also must comply with other applicable laws and regulations  governing the Award and issuance of Shares, and you will not receive such Shares if the Company  determines that such receipt would not be in material compliance with such laws and regulations.   You represent and warrant that you (a) have been furnished with a copy of the prospectus for the  Plan and all information deemed necessary to evaluate the merits and risks of receipt of the Award,  (b) have had the opportunity to ask questions concerning the information received about the Award  and the Company, and (c) have been given the opportunity to obtain any information you deem  necessary to verify the accuracy of any information obtained concerning the Award and the  Company.  6. TRANSFER RESTRICTIONS.  Your Award is not transferable, except by will or by  the laws of descent and distribution.  In addition to any other limitation on transfer created by  applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise  dispose of any interest in any of the Shares subject to the Award until such Shares are issued to  you in accordance with Section 7 of this Agreement.  After such Shares have been issued to you,  you are free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such  Shares provided that any such actions are in compliance with the provisions herein and applicable  securities laws.    7. DATE OF ISSUANCE.    (a) If the Award is exempt from application of Section 409A of the Code and  any state law of similar effect (collectively “Section 409A”), then subject to Section 13, the  Company will deliver to you a number of Shares equal to the number of Certified Shares, including  any additional Certified Shares resulting from any Stock Units received pursuant to Section 4  above, on or within 60 days following the applicable vesting date (the “Original Issuance Date”).   However, if the Original Issuance Date falls on a date that is not a business day, such delivery date  





 






  4    shall instead fall on the next following business day.  Notwithstanding the foregoing, if (i) the  Original Issuance Date does not occur (1) during an “open window period” applicable to you, as  determined by the Company in accordance with the Company’s then-effective policy or policies  on trading in Company securities or (2) on a date when you are otherwise permitted to sell Shares  on the open market; and (ii) the Company elects, prior to the Original Issuance Date, (x) not to  satisfy the Withholding Obligation (as defined in Section 13(b) hereof) by withholding Shares  from the Shares otherwise due, on the Original Issuance Date, to you under the Award pursuant to  Section 13 hereof, (y) not to permit you to then effect a Sell to Cover under the 10b5-1 Plan (as  defined in Section 13(c) of this Agreement), and (z) not to permit you to satisfy the Withholding  Obligation in cash, then such Shares shall not be delivered on such Original Issuance Date and  shall instead be delivered on the first business day of the next occurring open window period  applicable to you or the next business day when you are not prohibited from selling Shares on the  open market, as applicable (and regardless of whether there has been a Termination of  Employment before such time), but in no event later than the 15th day of the third calendar month  of the calendar year following the calendar year in which the Stock Units are no longer considered  to be subject to a substantial risk of forfeiture.  Delivery of the Shares pursuant to the provisions  of this Section 7(a) is intended to comply with the requirements for the short-term deferral  exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed  and administered in such manner.  The form of such delivery of the Shares (e.g., a stock certificate  or electronic entry evidencing such Shares) shall be determined by the Company.  (b) The provisions of this Section 7(b) are intended to apply if the Award is  subject to Section 409A because of the terms of a severance arrangement or other agreement  between you and the Company, if any, that provide for acceleration of vesting of the Award upon  your separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code  (“Separation from Service”) and such severance benefit does not satisfy the requirements for an  exemption from application of Section 409A provided under Treasury Regulations Section  1.409A-1(b)(4) or 1.409A-1(b)(9) (“Non-Exempt Severance Arrangement”).  If the Award is  subject to and not exempt from application of Section 409A due to application of a Non-Exempt  Severance Arrangement, the following provisions in this Section 7(b) shall supersede anything to  the contrary in Section 7(a).    (i) If the Award vests in the ordinary course before your Termination  of Employment in accordance with Section 2 of this Agreement and Exhibit A to this Agreement,  without accelerating vesting under the terms of a Non-Exempt Severance Arrangement, in no event  will the Shares to be issued in respect of your Award be issued any later than the later of: (A)  December 31st of the calendar year that includes the applicable vesting date and (B) the 60th day  that follows the applicable vesting date.    (ii) If vesting of the Award accelerates under the terms of a Non-Exempt  Severance Arrangement in connection with your Separation from Service, and such vesting  acceleration provisions were in effect as of the date of grant of the Award and, therefore, are part  of the terms of the Award as of the date of grant, then the Shares will be earlier issued in respect  of your Award upon your Separation from Service in accordance with the terms of the Non-Exempt  Severance Arrangement, but in no event later than the 60th day that follows the date of your  Separation from Service.  However, if at the time the Shares would otherwise be issued you are  subject to the distribution limitations contained in Section 409A applicable to “specified  





 






  5    employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such Shares shall instead be  issued on the date that is six months following the date of your Separation from Service, or, if  earlier, the date of your death that occurs within such six-month period.  (iii) If  either (A) vesting of the Award accelerates under the terms of a  Non-Exempt Severance Arrangement in connection with your Separation from Service, and such  vesting acceleration provisions were not in effect as of the date of grant of the Award and,  therefore, are not a part of the terms of the Award on the date of grant, or (B) vesting accelerates  pursuant to Section 4(b) or 13 of the Plan, then such acceleration of vesting of the Award shall not  accelerate the issuance date of the Shares (or any substitute property), but such Shares (or substitute  property) shall instead be issued on the same schedule as set forth in Exhibit A to this Agreement  as if they had vested in the ordinary course before your Termination of Employment,  notwithstanding the vesting acceleration of the Award.  Such issuance schedule is intended to  satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided  under Treasury Regulations Section 1.409A-3(a)(4).  (c) Notwithstanding anything to the contrary set forth herein, the Company  explicitly reserves the right to earlier issue the Shares in respect of the Award to the extent  permitted and in compliance with the requirements of Section 409A, including pursuant to any of  the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix).  (d) The provisions in this Agreement for delivery of the Shares in respect of the  Award are intended either to comply with the requirements of Section 409A or to provide a basis  for exemption from such requirements so that the delivery of such Shares will not trigger the  additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.  (e) The Administrator may modify the terms of this Agreement and/or the Plan  without your consent, in the manner that the Administrator may determine to be necessary or  advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest  and/or penalties or other adverse tax consequences that may apply under Code Section 409A if  compliance is not practical. This Section 7(e) does not create an obligation on the part of the  Company to modify the terms of this Agreement or the Plan and does not guarantee that the Award  or the delivery of Shares upon settlement of the Award will not be subject to taxes, interest and  penalties or any other adverse tax consequences under Code Section 409A. Nothing in this  Agreement shall provide a basis for any person to take any action against the Company or any of  its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax  treatment of any amounts paid under this Agreement, and neither the Company nor any of its  Subsidiaries or Affiliates will have any liability under any circumstances to the Participant or any  other party if the Award, the delivery of Shares upon vesting/settlement of the Award or other  payment or tax event hereunder that is intended to be exempt from, or compliant with, Code  Section 409A, is not so exempt or compliant or for any action taken by the Administrator with  respect thereto.  8. DIVIDENDS.  You shall receive no benefit or adjustment to your Award with respect  to any cash dividend, stock dividend or other distribution that does not result from a change in  capitalization as provided in Section 13 of the Plan; provided, however, that this sentence shall not  





 






  6    apply with respect to any Shares that are delivered to you in connection with your Award after  such Shares have been delivered to you.  9. AWARD NOT A SERVICE CONTRACT.    (a) Nothing in this Agreement (including, but not limited to, the vesting of your  Award pursuant to this Agreement (including Exhibit A to this Agreement) or the issuance of the  Shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may  be found implicit in this Agreement or the Plan shall: (i) confer upon you any right to continue in  the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or  commitment by the Company or an Affiliate regarding the fact or nature of future positions, future  work assignments, future compensation or any other term or condition of employment or  affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or  benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the  Company or an Affiliate of the right to terminate your employment without regard to any future  vesting opportunity that you may have.  (b) By accepting the Award, you acknowledge and agree that the right to vest  in the Award pursuant to this Agreement (including Exhibit A to this Agreement) is earned  according to the terms of this Agreement (not through the act of being hired, being granted the  Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin- out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to  time, as it deems appropriate (a “reorganization”).  You further acknowledge and agree that such  a reorganization could result in your Termination of Employment, or the termination of Affiliate  status of your employer and the loss of benefits available to you under this Agreement, including  but not limited to, the termination of the right to continue vesting in the Award, except as otherwise  provided in this Agreement.  You further acknowledge and agree that this Agreement, the Plan,  the transactions contemplated hereunder and the vesting terms set forth herein or any covenant of  good faith and fair dealing that may be found implicit in any of them do not constitute an express  or implied promise of continued engagement as an employee or consultant for the term of this  Agreement, for any period, or at all, and shall not interfere in any way with your right or the  Company’s right to terminate your service at any time, with or without cause and with or without  notice.  10. CHANGE OF CONTROL.  Notwithstanding anything to the contrary in this  Agreement, the Plan or any written agreement between you and the Company (including the  employment agreement between you and the Company, or, if different, the Affiliate that employs  you, as it may be amended and restated from time to time (the “Employment Agreement”) and  any equity incentives letter between you and the Company (an “Equity Letter,” and each of the  Employment Agreement and any Equity Letter, a “Seagen Agreement”)) , but subject to Section  409A as described in Section 7 above, in the event a Change of Control (as defined in the  applicable Seagen Agreement) occurs before the last day of the Performance Period (as defined in  Exhibit A to this Agreement) and before your Termination of Employment (except as set forth in  Section 10(d) of this Agreement), the following shall apply:  





 






  7    (a) Determination of Certified Shares.  Prior to the effective time of the  Change of Control, the Committee will determine the number of Certified Shares in the manner  specified in Exhibit A to this Agreement.  (b) Award May Be Assumed. If the acquirer or successor (or its parent or  subsidiary corporation) in the Change of Control (the “Acquirer”) assumes the Award in a manner  consistent with Section 13(c) of the Plan, then the Certified Shares will vest on the last day of the  Performance Period (as defined in Exhibit A to this Agreement), provided that, except as set forth  below, you have not incurred a Termination of Employment prior to such date.  (c) If Award Is Not Assumed.  If the Acquirer determines that it will not  assume the Award in the Change of Control, then the provisions of Section 13(c) of the Plan shall  apply with respect to the Certified Shares and references to “fully vested” in such section shall  mean the number of Certified Shares determined in accordance with Exhibit A to this Agreement.  (d) Change of Control and Involuntary Termination. If you incur an  Involuntary Termination (as defined in the applicable Seagen Agreement) immediately prior to or  within 12 months after the Change of Control, then the “accelerated vesting” provision of the  applicable Seagen Agreement shall apply with respect to the Certified Shares and references to  “fully vested” in such provision shall mean the number of Certified Shares determined in  accordance with Exhibit A to this Agreement.    11. TERMINATION OF EMPLOYMENT.  Except as set forth in Section 10(d) of this  Agreement, notwithstanding anything to the contrary in this Agreement, the Plan or any written  agreement between you and the Company (including any Seagen Agreement), but subject to  Section 409A as described in Section 7 above, in the event your Termination of Employment  occurs before the last day of the Performance Period (as defined in Exhibit A to this Agreement),  the following shall apply:  (a) If such Termination of Employment is due to your death or Disability (as  defined in the applicable Seagen Agreement) and the Award is outstanding on the date of such  Termination of Employment, then the Committee will determine the number of Certified Shares  in the manner specified in Exhibit A to this Agreement and the Certified Shares will vest effective  as of the date of such Termination of Employment.  (b) If such Termination of Employment is due to your Retirement (as defined  below) and the Award is outstanding on the date of such Termination of Employment, then the  Committee will determine the number of Certified Shares in the manner specified in Exhibit A to  this Agreement and the Certified Shares will vest effective as of the Vesting Date.  For purposes  of this Agreement, “Retirement” means your voluntary Termination of Employment, other than  as a result of your death, Disability or Termination of Employment for Cause, at a point in time  when (i) the combination of your age and length of service as an employee of the Company  together is equal to at least 65, (ii) your length of service as an employee of the Company is at  least five years, and (iii) at least one full year of the Performance Period has been completed.  (c) If such Termination of Employment is not due to your death, Disability (as  defined in the applicable Seagen Agreement) or Retirement, then to the extent the Award is  





 






  8    outstanding on the date of such Termination of Employment, (i) you will forfeit the Award as of  the date of such Termination of Employment and (ii) the Award will terminate as of the date of  such Termination of Employment and your eligibility for any future or additional benefits under  the Award will terminate as of such date.  For clarity, this Section 11 shall supersede the  “accelerated vesting” provision of the applicable Seagen Agreement which sets forth the treatment  of the Award if you incur an Involuntary Termination (as defined in the applicable Seagen  Agreement), which provisions shall not be applicable for purposes of the Award (other than as  provided under Section 10(d) above).    12. NATURE OF AWARD.  In accepting your Award, you acknowledge, understand and  agree that:  (a) the Plan is established voluntarily by the Company, it is discretionary in  nature and it may be modified, amended, suspended or terminated by the Company at any time, to  the extent permitted under the Plan;  (b) the Award is exceptional, voluntary and occasional and does not create any  contractual or other right to receive future Awards (whether on the same or different terms), or  benefits in lieu of an Award, even if an Award has been granted in the past;  (c) all decisions with respect to future awards of Stock Units or other grants, if  any, will be at the sole discretion of the Company;  (d) you are voluntarily participating in the Plan;  (e) the Award and any Shares acquired under the Plan, and the income from  and value of same, are not intended to replace any pension rights or compensation;  (f) the future value of the Shares underlying the Award is unknown,  indeterminable and cannot be predicted with certainty;  (g) except as may be provided in any Seagen Agreement, no claim or  entitlement to compensation or damages shall arise from forfeiture of the Award resulting from  your Termination of Employment (for any reason whatsoever whether or not later found to be  invalid or in breach of employment laws in the jurisdiction where you are employed or rendering  services or the terms of your employment agreement, if any);  (h) unless otherwise provided herein, in a Seagen Agreement, in the Plan or by  the Company in its discretion, the Award and the benefits evidenced by this Agreement do not  create any entitlement to have the Award or any such benefits transferred to, or assumed by,  another company nor to be exchanged, cashed out or substituted for, in connection with any  corporate transaction affecting the Shares;  (i) unless otherwise agreed with the Company, the Award and the Shares  subject to the Award, and the income from and value of same, are not granted as consideration for,  or in connection with, the service you may provide as a director of an Affiliate;   





 






  9    (j) if the Award vests and you are issued Shares, the value of such Shares may  increase or decrease in value following the date the Shares are issued; even below the Fair Market  Value on the date the Award is granted to you;  (k) the Award and the Shares subject to the Award, and the income and value  of same, are not part of normal or expected compensation for any purpose, including, without  limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of- service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare  benefits or similar payments; and   (l) the Award and the Shares subject to the Award, and the income and value  of same, shall not be included as compensation, earnings, salaries, or other similar terms used  when calculating your benefits under any benefit plan sponsored by the Company, except as such  plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify,  or terminate any of the Company’s benefit plans.  13. TAX OBLIGATIONS.  (a) By accepting the Award, you acknowledge that, regardless of any action  taken by the Company or any Affiliate the ultimate liability for any and all income tax, social  insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to  your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains  your responsibility and may exceed the amount actually withheld by the Company or its Affiliates,  if any. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you  acknowledge that the Company and/or its Affiliates may be required to withhold or account for  Tax-Related Items in more than one jurisdiction.  The Company has no duty or obligation to  minimize the tax consequences to you of the Award and shall not be liable to you for any adverse  tax consequences to you arising in connection with the Award.  (b) On or before the time you receive a distribution of Shares pursuant to your  Award, or at any time thereafter as requested by the Company, you hereby authorize any required  withholding from the Shares issuable to you and/or otherwise agree to make adequate provision in  cash for any sums required to satisfy any and all Tax-Related Items (the “Withholding  Obligation”).    (c) By accepting the Award, you hereby (i) acknowledge and agree that you  have elected a Sell to Cover (as defined in the Grant Notice) to permit you to satisfy the  Withholding Obligation and that the Withholding Obligation shall be satisfied pursuant to this  Section 13(c) to the fullest extent not otherwise satisfied pursuant to the provisions of Section  13(d) hereof and (ii) further acknowledge and agree to the following provisions:  (i) You hereby irrevocably appoint E*TRADE, or such other registered  broker-dealer that is a member of the Financial Industry Regulatory Authority as the Company  may select, as your agent (the “Agent”), and you authorize and direct the Agent to:  (1) Sell on the open market at the then prevailing market  price(s), on your behalf, as soon as practicable on or after the date on which the Shares are  delivered to you pursuant to Section 7 hereof in connection with the vesting of the Stock Units,  





 






  10    the number (rounded up to the next whole number) of Shares sufficient to generate proceeds to  cover (A) the satisfaction of the Withholding Obligation arising from the vesting of those Stock  Units and the related issuance of Shares to you that is not otherwise satisfied pursuant to Section  13(d) hereof and (B) all applicable fees and commissions due to, or required to be collected by,  the Agent with respect thereto;   (2)  Remit directly to the Company and/or any Affiliate the  proceeds necessary to satisfy the Withholding Obligation;  (3) Retain the amount required to cover all applicable fees and  commissions due to, or required to be collected by, the Agent, relating directly to the sale of the  Shares referred to in clause (1) above; and  (4) Remit any remaining funds to you.   (ii) You acknowledge that your election to Sell to Cover and the  corresponding authorization and instruction to the Agent set forth in this Section 13(c) to sell  Shares to satisfy the Withholding Obligation is intended to comply with the requirements of Rule  10b5-1(c)(1) under the Exchange Act (or other applicable securities laws in the case of Participants  not subject to U.S. securities laws) and to be interpreted to comply with the requirements of Rule  10b5-1(c) under the Exchange Act (or other applicable securities laws in the case of Participants  not subject to U.S. securities laws) (your election to Sell to Cover and the provisions of this Section  13(c), collectively, the “10b5-1 Plan”).  You acknowledge that by accepting the Award, you are  adopting the 10b5-1 Plan to permit you to satisfy the Withholding Obligation.  You hereby  authorize the Company and the Agent to cooperate and communicate with one another to  determine the number of Shares that must be sold pursuant to Section 13(c)(i) to satisfy your  obligations hereunder.  (iii) You acknowledge that the Agent is under no obligation to arrange  for the sale of Shares at any particular price under this 10b5-1 Plan and that the Agent may effect  sales as provided in this 10b5-1 Plan in one or more sales and that the average price for executions  resulting from bunched orders may be assigned to your account.  You further acknowledge that  you will be responsible for all brokerage fees and other costs of sale associated with this 10b5-1  Plan, and you agree to indemnify and hold the Company harmless from any losses, costs, damages,  or expenses relating to any such sale.  In addition, you acknowledge that it may not be possible to  sell Shares as provided for in this 10b5-1 Plan due to (i) a legal or contractual restriction applicable  to you or the Agent, (ii) a market disruption, (iii) a sale effected pursuant to this 10b5-1 Plan that  would not comply (or in the reasonable opinion of the Agent’s counsel is likely not to comply)  with the Securities Act (or other applicable securities laws in the case of Participants not subject  to U.S. securities laws), (iv) the Company’s determination that sales may not be effected under  this 10b5-1 Plan or (v) rules governing order execution priority on the national exchange where  the Shares may be traded.  In the event of the Agent’s inability to sell Shares, you will continue to  be responsible for the timely payment to the Company of all federal, state, local and foreign taxes  that are required by applicable laws and regulations to be withheld, including but not limited to  those amounts specified in Section 13(c)(i)(1) above.  





 






  11    (iv) You acknowledge that regardless of any other term or condition of  this 10b5-1 Plan, the Agent will not be liable to you for (A) special, indirect, punitive, exemplary,  or consequential damages, or incidental losses or damages of any kind, or (B) any failure to  perform or for any delay in performance that results from a cause or circumstance that is beyond  its reasonable control.  (v) You hereby agree to execute and deliver to the Agent any other  agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the  purposes and intent of this 10b5-1 Plan.  The Agent is a third-party beneficiary of this Section  13(c) and the terms of this 10b5-1 Plan.  (vi) Your election to Sell to Cover and to enter into this 10b5-1 Plan is  irrevocable.  Upon acceptance of the Award, you have elected to Sell to Cover and to enter into  this 10b5-1 Plan, and you acknowledge that you may not change this election at any time in the  future.  This 10b5-1 Plan shall terminate not later than the date on which the Withholding  Obligation arising from the vesting of your Stock Units and the related issuance of Shares has been  satisfied.  (d) Alternatively, or in addition to or in combination with the Sell to Cover  provided for under Section 13(c), you authorize the Company, at its discretion, to satisfy the  Withholding Obligation by the following means (or by a combination of the following means):  (i) Requiring you to pay to the Company any portion of the  Withholding Obligation in cash;  (ii) Withholding from any compensation otherwise payable to you by  the Company; and/or  (iii) Withholding Shares from the Shares issued or otherwise issuable to  you in connection with the Award with a Fair Market Value (measured as of the date Shares are  issued pursuant to Section 7) equal to the amount of the Withholding Obligation.    (e) Unless the Withholding Obligation of the Company and/or any Affiliate are  satisfied, the Company shall have no obligation to deliver to you any Shares.  (f) In the event the Withholding Obligation of the Company arises prior to the  delivery to you of Shares or it is determined after the delivery of Shares to you that the amount of  the Withholding Obligation was greater than the amount withheld by the Company, you agree to  indemnify and hold the Company harmless from any failure by the Company to withhold the  proper amount.  14. NO ADVICE REGARDING GRANT.  The Company is not providing any tax, legal or  financial advice, nor is the Company making any recommendations regarding your participation  in the Plan, or your acquisition or sale of the underlying Shares.  You are hereby advised to consult  with your own personal tax, financial and/or legal advisors regarding the consequences of  accepting the Award and by signing the Grant Notice, you have agreed that you have done so or  knowingly and voluntarily declined to do so.  





 






  12    15. UNSECURED OBLIGATION.  Your Award is unfunded, and as a holder of a vested  Award, you shall be considered an unsecured creditor of the Company with respect to the  Company’s obligation, if any, to issue Shares pursuant to this Agreement.  You shall not have  voting or any other rights as a stockholder of the Company with respect to the Shares to be issued  pursuant to this Agreement until such Shares are issued to you pursuant to Section 7 of this  Agreement.  Upon such issuance, you will obtain full voting and other rights as a stockholder of  the Company.  Nothing contained in this Agreement, and no action taken pursuant to its provisions,  shall create or be construed to create a trust of any kind or a fiduciary relationship between you  and the Company or any other person.  16. OTHER DOCUMENTS.  You hereby acknowledge receipt or the right to receive a  document providing the information required by Rule 428(b)(1) promulgated under the Securities  Act, which includes the Plan prospectus.  In addition, you acknowledge receipt of the Company’s  policy on trading in Company securities permitting employees to sell Shares only during certain  “window” periods and the Company’s insider trading policy, in effect from time to time.    17. NOTICES; ELECTRONIC DELIVERY AND ACCEPTANCE.  Any notices provided for  in your Award or the Plan shall be given in writing and shall be deemed effectively given upon  receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in  the United States mail, postage prepaid, addressed to you at the last address you provided to the  Company.  Notwithstanding the foregoing, the Company may, in its sole discretion, decide to  deliver any documents related to participation in the Plan and the Award by electronic means or  to request your consent to participate in the Plan by electronic means.  You hereby consent to  receive such documents by electronic delivery and, if requested, to agree to participate in the Plan  through an on-line or electronic system established and maintained by the Company, the Agent or  another third party designated by the Company and agree notice shall be provided upon posting to  your electronic account held by the Company, the Agent or another third party designated by the  Company.  You hereby acknowledge that delivery, execution and acceptance of this or any other  such documents by electronic means constitutes valid and effective delivery, execution and  acceptance and shall be legally effective to create a valid and binding agreement.  18. MISCELLANEOUS.  (a) The rights and obligations of the Company under your Award shall be  transferable by the Company to any one or more persons or entities, and all covenants and  agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s  successors and assigns.    (b) You agree upon request to execute any further documents or instruments  necessary or desirable in the sole determination of the Company to carry out the purposes or intent  of your Award.  (c) You acknowledge and agree that you have reviewed your Award in its  entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting  your Award, and fully understand all provisions of your Award.  





 






  13    (d) You acknowledge and agree that the Company shall not be liable for any  exchange rate fluctuation between your local currency and the United States Dollar that may affect  the value of your Award or of any amounts due to you pursuant to the settlement of the Award or  the subsequent sale of any Shares acquired upon settlement.  (e) This Agreement shall be subject to all applicable laws, rules, and  regulations, and to such approvals by any governmental agencies or national securities exchanges  as may be required.  (f) All obligations of the Company under the Plan and this Agreement shall be  binding on any successor to the Company, whether the existence of such successor is the result of  a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the  business and/or assets of the Company.  19. GOVERNING PLAN DOCUMENT.  Your Award is subject to all the provisions of the  Plan, the provisions of which are hereby made a part of your Award, and is further subject to all  interpretations, amendments, rules and regulations which may from time to time be promulgated  and adopted pursuant to the Plan.  Except as expressly provided herein and other than with respect  to any terms set forth in Section 10, Section 11 and Section 13 of this Agreement, in the event of  any conflict between the provisions of your Award and those of the Plan, the provisions of the  Plan shall control.  20. ENTIRE AGREEMENT.  The Plan, this Agreement and the Grant Notice constitute  the entire agreement of the parties with respect to the subject matter hereof and supersede in their  entirety all prior undertakings and agreements of the Company and you with respect to the subject  matter hereof.  21. SEVERABILITY.  If all or any part of this Agreement or the Plan is declared by any  court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall  not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.   Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid  shall, if possible, be construed in a manner which will give effect to the terms of such Section or  part of a Section to the fullest extent possible while remaining lawful and valid.  22. DATA PRIVACY.  To participate in the Plan, you will need to review the  information provided in this Section and, where applicable, declare your consent to the  processing of personal data by the Company and third parties noted below.   (a) EEA+ Controller and Representative.  If you are based in the European  Union (“EU”), the European Economic Area, Switzerland or, if and when the United Kingdom  leaves the European Union, the United Kingdom (collectively “EEA+”), you should note that  the Company, with its registered address at 21823 30th Drive SE Bothell, Washington 98021,  United States of America, is the controller responsible for the processing of your personal data  in connection with this Agreement and the Plan. The Company’s representative in the EU is  Seagen Netherlands B.V., located at Evert van de Beekstraat 1, -140 1118CL Schiphol,  Netherlands with office phone: +31 207 99 15 60.  





 






  14    (b) Data Collection and Usage. In connection with the administration of the  Plan, the Company collects, processes, uses and transfers certain personally-identifiable  information about you, which may include your name, home address and telephone number,  email address, date of birth, social insurance, passport number or other identification number,  salary, nationality, job title, details of all Awards or any other entitlement to Shares awarded,  canceled, exercised, settled, vested, unvested or outstanding in your favor and additional similar  or related data, which the Company receives from you or the entity that employs you (“Personal  Data”).  Specifically, the Company collects, processes and uses Personal Data for the purposes  of performing its contractual obligations under this Agreement, implementing, administering  and managing your participation in the Plan and facilitating compliance with applicable tax  and securities law.   If you are based in the EEA+, the legal basis, where required, for the processing of Personal  Data by the Company is the necessity for the Company to (i) perform its contractual obligations  under this Agreement, (ii) comply with legal obligations established in the EEA+, and/or (iii)  pursue the legitimate interest of complying with legal obligations established outside of the  EEA+.    If you are based outside of the EEA+, the legal basis, where required, for the processing of Data  by the Company is your consent, as further described in (h) below.  (c) Stock Plan Administration Service Providers. The Company transfers  Personal Data to E*TRADE Corporate Financial Services, Inc. and E*TRADE Securities LLC  (collectively, “E*TRADE”) and certain of its affiliated companies and successors (the “Stock  Plan Provider”), an independent service provider, which assists the Company with the  implementation, administration and management of the Plan, including providing ancillary  services related to stock plan administration. The Company may select a different service  provider or additional service providers and share Personal Data with such other provider  serving in a similar manner. The processing of Personal Data will take place through both  electronic and non-electronic means. Personal Data will only be accessible by those individuals  requiring access to it for purposes of implementing administering and operating the Plan,  including providing ancillary services related to stock plan administration. You may be asked to  agree on separate terms and data processing practices with the Stock Plan Provider, with such  agreement being a condition to the ability to participate in the Plan.    (d) International Data Transfers. The Company and the Stock Plan Provider  are based in the United States. The country where you live may have different data privacy laws  and protections than the United States. In particular, the United States does not have the same  level of protections for personal data as countries in the EEA+.  The European Commission  requires U.S. companies to protect personal data leaving the EEA+ by implementing safeguards  such as the Standard Contractual Clauses adopted by the EU Commission.   If you are based in the EEA+, Personal Data will be transferred from the EEA+ to the Company  and onward from the Company to the Stock Plan Provider, or if applicable, another service  provider, based on the EU Standard Contractual Clauses. You may request a copy of the  Standard Contractual Clauses by contacting dataprotection@seagen.com.   





 






  15    If you are based in a jurisdiction outside of the EEA+, Personal Data will be transferred from  your jurisdiction to the Company and onward from the Company to the Stock Plan Provider, or  if applicable, another service provider based on your consent, as further described in (h) below.  (e) Data Retention. The Company will use Personal Data only as long as  necessary to implement, administer and manage your participation in the Plan, or as required  to comply with legal or regulatory obligations, including tax and securities laws.  When the  Company no longer needs Personal Data for any of these purposes, the Company will remove it  from its systems.   (f) Voluntariness and Consequences of Consent Denial or Withdrawal.  Participation in the Plan is voluntary and you are providing the consents herein on a purely  voluntary basis. You may withdraw your consent at any time, with future effect and for any or  no reason. If you do not consent, or if you later seek to withdraw your consent, your salary from  or employment or service relationship with your employer will not be affected. The only  consequence of denying or withdrawing consent is that the Company would not be able to grant  Awards to you under the Plan or administer or maintain your participation in the Plan. If you  withdraw your consent, the Company will stop processing your Personal Data for the purposes  stated in Section (b) above unless to the extent necessary to comply with tax or other legal  obligations in connection with Awards granted before you withdrew your consent.  (g) Data Subject Rights. You may have a number of rights under data privacy  laws in your jurisdiction.  Subject to the conditions set out in the applicable law and depending  on where you are based, such rights may include the right to (i) request access to, or copies of,  Personal Data processed by the Company, (ii) rectification of incorrect Personal Data, (iii)  deletion of Personal Data, (iv) restrict the processing of Personal Data, (v) object to the  processing of Personal Data for legitimate interests, (vi) portability of Personal Data, (vii) lodge  complaints with competent authorities in your jurisdiction, and/or to (viii) receive a list with the  names and addresses of any potential recipients of Personal Data. To receive clarification  regarding these rights or to exercise these rights, you can contact dataprotection@seagen.com.  (h) Necessary Disclosure of Personal Data. You understand that providing  the Company with Personal Data is necessary for the performance of this Agreement and that  your refusal to provide Personal Data would make it impossible for the Company to perform its  contractual obligations and would affect your ability to participate in the Plan.  (i) Declaration of Consent (if you are outside the EEA+). By clicking on the  “I accept” button on the Acknowledge Grant screen on the stock plan administration site, you  are declaring that you unambiguously consent to the collection, use and transfer, in electronic  or other form, of your Personal Data, as described above and in any other grant materials, by  and among, as applicable, the entity that employs you, the Company, any Affiliate and any  service provider involved in stock plan administration, including but not limited to the Stock  Plan Provider, for the exclusive purpose of implementing, administering and managing  your  participation in the Plan, including providing ancillary services related to stock plan  administration. You understand that you may, at any time, refuse or withdraw the consents  herein, in any case without cost, by contacting in writing the Seagen Inc. Director of Privacy  Law.  If you do not consent or later seek to revoke your consent, your employment status or  





 






  16    service with the entity that employs you will not be affected; the only consequence of refusing  or withdrawing consent is that the Company would not be able to grant the Award or any other  equity award to you or administer or maintain such awards.  Therefore, you understand that  refusing or withdrawing consent will affect your ability to participate in the Plan.  For more  information on the consequences of refusal to consent or withdrawal of consent, you should  contact the Company’s Stock Plan Administrator.  23. INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS.  You acknowledge that,  depending on your country, you may be subject to insider trading restrictions and/or market abuse  laws, which may affect your ability to acquire or sell the Shares or rights to the Shares under the  Plan during such times as you are considered to have “inside information” regarding the Company  (as defined by the laws in your country).  Any restrictions under these laws or regulations are  separate from and in addition to any restrictions that may be imposed under any applicable  Company insider trading policy.  You acknowledge that it is your responsibility to comply with  any applicable restrictions, and you are advised to speak to your personal advisor on this matter.  24. FOREIGN ASSET/ACCOUNT AND TAX REPORTING, EXCHANGE CONTROLS.  Your  country may have certain foreign asset, account and/or tax reporting requirements and exchange  controls which may affect your ability to acquire or hold Shares under the Plan or cash received  from participating in the Plan (including from any dividends received or sale proceeds arising from  the sale of Shares) in a brokerage or bank account outside your country.  You understand that you  may be required to report such accounts, assets or transactions to the tax or other authorities in  your country.  You also may be required to repatriate sale proceeds or other funds received as a  result of participation in the Plan to your country through a designated bank or broker and/or within  a certain time after receipt.  In addition, you may be subject to tax payment and/or reporting  obligations in connection with any income realized under the Plan and/or from the sale of Shares.   You acknowledge that you are responsible for complying with all such requirements, and that you  should consult personal legal and tax advisors, as applicable, to ensure compliance.  25. WAIVER.  You acknowledge that a waiver by the Company of a breach of any  provision of this Agreement shall not operate or be construed as a waiver of any other provision  of this Agreement, or of any subsequent breach of this Agreement.  26. LANGUAGE. You acknowledge that you are sufficiently proficient in the English  language, or have consulted with an advisor who is sufficiently proficient in English, so as to allow  you to understand the terms and conditions of this Agreement.  If you have received this  Agreement, or any other document related to the Award and/or the Plan translated into a language  other than English and if the meaning of the translated version is different than the English version,  the English version will control.    27. APPENDIX. Notwithstanding any provisions in this Agreement to the contrary, your  Award shall be subject to the additional terms and conditions for your country set forth in the  Appendix.  Moreover, if you transfer residence and/or employment to another country reflected in  the Appendix, the terms and conditions for such country will apply to you to the extent the  Company determines in its sole discretion, that the application of such terms and conditions is  necessary or advisable for legal or administrative reasons.  The Appendix constitutes part of this  Agreement.  





 






  17    28. GOVERNING LAW/VENUE.  The interpretation, performance and enforcement of  this Agreement will be governed by the law of the State of Delaware without regard to that state’s  conflicts of laws rules.  For purposes of any action, lawsuit or other proceedings brought due to  your participation in the Plan, relating to it, or arising from it, you hereby submit to and consent to  the sole and exclusive jurisdiction of the United States District Court for the Southern District of  New York (or should such court lack jurisdiction to hear such action, suit or proceeding, in a New  York state court in the County of New York), and no other courts, where the Award is granted  and/or to be performed.  29. IMPOSITION OF OTHER REQUIREMENTS.  The Company reserves the right to  impose other requirements on your participation in the Plan, and on any Shares acquired under the  Plan, to the extent the Company determines it is necessary or advisable for legal or administrative  reasons, and to require you to sign any additional agreements or undertakings that may be  necessary to accomplish the foregoing.  30. AMENDMENT.  This Agreement may not be modified, amended or terminated  except by an instrument in writing, signed by you and by a duly authorized representative of the  Company.  Notwithstanding the foregoing, this Agreement may be amended solely by the  Administrator by a writing which specifically states that it is amending this Agreement, so long as  a copy of such amendment is delivered to you, and provided that no such amendment materially  adversely affecting your rights hereunder may be made without your written consent, except as  otherwise provided in the Plan.  Without limiting the foregoing, the Administrator reserves the  right to change, by written notice to you and without your prior written consent, the provisions of  this Agreement in any way it may deem necessary or advisable to carry out the purpose of the  grant to facilitate compliance with applicable laws or regulations or any future law, regulation,  ruling, or judicial decision.  31. CLAWBACK/RECOUPMENT.  The Award will be subject to recoupment, rescission,  payback, cancelation or other action, in each case, in accordance with (i) any clawback policy  adopted by the Company (whether such policy is adopted on or after the date of this Agreement or  required under applicable law) providing for the recovery of Awards, Shares, proceeds, or  payments to you in the event of fraud or as required by applicable law or governance considerations  or in other similar circumstances and (ii) any such other clawback, recovery or recoupment  provisions set forth in an individual written agreement between you and the Company.  No  recovery of compensation under such a clawback policy will be an event giving rise to your right  to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or  agreement with, the Company.     





 






       SEAGEN INC.  APPENDIX TO GLOBAL STOCK UNIT AGREEMENT     Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan  and/or in the Agreement.    Terms and Conditions     This Appendix includes additional terms and conditions that govern the Award if you reside and/or  work in one of the countries listed below.      If you are a citizen or resident of a country other than the one in which the you are currently  residing and/or working, transfer employment and/or residency to another country after the Award  is granted, or are considered a resident of another country for local law purposes, the Company  shall, in its discretion, determine to what extent the terms and conditions herein will apply to you.    Notifications     This Appendix also includes information regarding exchange controls and certain other issues of  which you should be aware with respect to your participation in the Plan.  The information is based  on the securities, exchange control and other laws in effect in the respective countries as of July  2022.  Such laws are often complex and change frequently.  As a result, the Company strongly  recommends that you not rely on the information in this Appendix as the only source of  information relating to the consequences of your participation in the Plan because the information  may be out of date at the time that you acquire Shares or sell Shares acquired under the Plan.    In addition, the information contained herein is general in nature and may not apply to your  particular situation and the Company is not in a position to assure you of any particular result.   Accordingly, you acknowledge that you should seek appropriate professional advice as to how the  relevant laws in your country may apply to your situation.      Finally, you acknowledge that if you are a citizen or resident of a country other than the one in  which you are currently residing and/or working, transfer employment and/or residency to another  country after the Award is granted, or are considered a resident of another country for local law  purposes, the information contained herein may not be applicable to you.     





 






       SWITZERLAND    Terms and Conditions    Grant of the Award.  The Award granted to a Swiss Participant is a voluntary gratuity  (Gratifikation) as determined at the Company's sole discretion which the Participant has no  entitlement to and which does not constitute an entitlement of the Participant for a grant of further  Awards in the future.     Language Acknowledgement. You confirm having read and understood the documents relating  to the Plan, including the Agreement, including Exhibit A and this Appendix and all terms and  conditions included therein, which were provided in the English language only. You confirm  having sufficient language capabilities to understand these terms and conditions in full.    Du bestätigst, dass du den Plan sowie die dazugehörigen Dokumente, inklusive der Vereinbarung,  mit Anhang A und dieser Anhang und all den darin enthaltenen Bedingungen und  Voraussetzungen, welche in englischer Sprache verfasst sind, gelesen und verstanden hast. Du  bestätigst dass Deine Sprachkenntnisse genügend sind, um die Bedingungen und Voraussetzungen  zu verstehen.    Notifications    Securities Law Information.  Neither the Agreement nor any other materials relating to the  Award (i) constitutes a prospectus according to articles 35 et seq. of the Swiss Federal Act on  Financial Services (“FinSA”) (ii) may be publicly distributed or otherwise made publicly available  in Switzerland to any person other than an employee of the Company or (iii) has been filed with  approved or supervised by any Swiss reviewing body according to article 51 FinSA or any Swiss  regulatory authority, including the Swiss Financial Market Supervisory Authority FINMA.