ex-106for10xqfilingxform






1.       8-15-2022 SEAGEN INC.  GLOBAL STOCK OPTION 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 Optionee an option to purchase Shares set forth below (the “Option”).  The Option is subject to all of the  terms and conditions as set forth herein and in the Plan and the Global Stock Option Agreement (including any  additional terms and conditions for Optionee’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 Stock Option Agreement, as applicable. Except as otherwise explicitly provided  herein, in the event of any conflict between the terms in the Global Stock Option Agreement and the Plan, the terms  of the Plan shall control.  Optionee: [•]  Date of Grant:  [•]  Vesting Commencement Date: [•]  Number of Shares   Subject to Option: [•]  Type of Option: [•]  Exercise Price per Share: [•]  Expiration Date: [•]  This Option will expire ten (10) years from the Date of Grant, unless sooner  terminated or canceled in accordance with the provisions of the Plan.  This means  that (subject to the continuing service requirement set forth in Section 2 of the  Global Stock Option Agreement and subject to earlier termination upon certain  other events as set forth in the Plan) this Option must be exercised, if at all, on or  before the Expiration Date.  If this Option expires on a stock exchange holiday or  weekend day, this Option will expire on the last trading day prior to the holiday  or weekend.  Optionee shall be solely responsible for exercising this Option, if at  all, prior to its Expiration Date.  The Company shall have no obligation to notify  Optionee of this Option’s expiration.  Vesting Schedule: Subject to Section 2 of the Global Stock Option Agreement, Optionee shall vest in and earn the right to exercise this Option as follows: One-fourth (1/4th) of the  total number of Shares subject to the Option shall vest on the first anniversary of the earlier of the Date of Grant or the Vesting Commencement Date, if any, and one thirty-sixth (1/36th) of the remaining Shares subject to the Option shall vest each month thereafter until all Shares are fully vested.  Notwithstanding the foregoing, vesting shall terminate upon Optionee’s Termination of Employment.  Additional Terms/Acknowledgements:  Optionee acknowledges receipt of, and understands and agrees to, this  Global Stock Option Grant Notice, the Global Stock Option Agreement (including the Appendix) and the Plan.  Optionee also acknowledges receipt of the Prospectus for the Plan.  Optionee further acknowledges that as of the Date  of Grant, this Global Stock Option Grant Notice, the Global Stock Option Agreement (including the Appendix) and  the Plan set forth the entire understanding between Optionee and the Company regarding the Option and supersede  all prior oral and written agreements on that subject, with the exception of any arrangement that would provide for  vesting acceleration of the Option upon the terms and conditions set forth therein.  Exhibit 10.6 





 






 2. 8-15-2022    Optionee’s electronic acceptance shall signify Optionee’s execution of this Global Stock Option Grant Notice and  understanding that this Option 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** 





 






   3.                                                                              8-15-2022  SEAGEN INC.  AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN    GLOBAL STOCK OPTION AGREEMENT    Pursuant to the Global Stock Option Grant Notice (“Grant Notice”) and this Global Stock  Option Agreement, including any additional terms and conditions for Optionee’s country set forth  in the appendix attached hereto (this “Agreement”), Seagen Inc. (the “Company”) has awarded  Optionee the option to purchase Shares (the “Option”) under its Amended and Restated 2007  Equity Incentive Plan (the “Plan”). The Option is granted to Optionee effective as of the Date of  Grant set forth in the Grant Notice for this Option.  This Agreement shall be deemed to be agreed  to by the Company and Optionee upon Optionee’s 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.  The details of the Option, in addition to those set forth in the Grant  Notice and the Plan, are as follows.    1. GRANT OF THE OPTION.  This Option is granted under and pursuant to the Plan and  is subject to each and all of the provisions thereof.  Except as otherwise provided herein, Optionee  will not be required to make any payment to the Company with respect to Optionee’s receipt of  the Option, the vesting of the Shares or the delivery of the Shares to be issued in respect of the  Option.  If this Option is designated as an Incentive Stock Option, it is intended to qualify as an  Incentive Stock Option as defined in Section 422 of the Code, and to the extent this Option does  not qualify as an Incentive Stock Option under Applicable Laws, then it is intended to be and will  be treated as a Nonstatutory Stock Option.  Notwithstanding the above, in the event that the Shares  subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company  or any Subsidiary, including under other plans of the Company or any Subsidiary) that first become  exercisable in any calendar year have an aggregate fair market value (determined for each Share  as of the date of grant of the option covering such Share) in excess of $100,000, this Option shall  be treated as a Nonstatutory Stock Option, in accordance with Section 9(b) of the Plan.    2. VESTING AND EXERCISE OF OPTION.      (a) Subject to the limitations contained herein, the Option will vest, if at all, in  accordance with the vesting schedule provided in the Grant Notice, provided that Optionee has not  incurred a Termination of Employment before the vesting date set forth in the Grant Notice.  Upon  Optionee’s Termination of Employment, the Options that are not vested on the date of such  Termination of Employment will be forfeited at no cost to the Company and Optionee will have  no further right, title or interest in the Shares to be issued in respect of the Option.    (b) By accepting the grant of this Option, Optionee acknowledges and agrees  that the terms set forth in this Section 2 supersede any contrary terms regarding the vesting of this  Option set forth in any notice or other communication that Optionee receives from, or that is  displayed by, E*TRADE or other third party designated by the Company. This Option may be  exercised in whole or in part.  





 






 4. 8-15-2022        (c) For purposes of the Option, Optionee’s 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 Optionee is providing  services or the terms of Optionee’s employment or service agreement, if any) effective as of the  date that Optionee ceases 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 Optionee is employed or providing services or the terms of  Optionee’s employment or service agreement, if any).  The Company shall have exclusive  discretion to determine when Optionee is no longer actively employed or providing services for  purposes of the Plan (including whether Optionee still may be considered to be providing services  while on a leave of absence).    (d) Notwithstanding the foregoing or anything in this Agreement to the  contrary, in the event of Optionee’s Termination of Employment as a result of Optionee’s  Disability, the vesting and exercisability of this Option shall accelerate such that this Option shall  become vested and exercisable as to an additional twelve (12) months, effective as of the date of  such Termination of Employment, to the extent that this Option is outstanding on such date.    (e) Notwithstanding the foregoing or anything in this Agreement to the  contrary, in the event of Optionee’s Termination of Employment as a result of Optionee’s death,  this Option (and all other Seagen Inc. stock options granted to Optionee that do not have  performance or milestone vesting conditions) shall accelerate and vest and become exercisable in  full, effective as of the date of such Termination of Employment, to the extent that this Option is  outstanding on such date.    3. EXERCISE MECHANICS.  This Option may be exercised by delivering to the Stock  Plan Administrator at the Company’s head office a written or electronic notice stating the number  of Shares as to which the Option is exercised or by any other method the Committee has approved.   The notice must be accompanied by the payment of the full Option exercise price of such Shares.   Exercise shall not be deemed to have occurred unless and until Optionee has delivered to the  Company (or its authorized representative) an approved notice of exercise, full payment of the  exercise price for the Shares being exercised and payment of any applicable withholding taxes in  accordance with Section 12 below.  Payment of the Option exercise price may be in cash (including  check or wire transfer); through an approved cashless-brokered exercise program, with Shares  (subject to the Company’s discretion to withhold approval for such payment method at any time);  to the extent this Option is a Nonstatutory Stock Option, through a cashless “net exercise”  arrangement pursuant to which the Company will reduce the number of Shares issued upon  exercise by the largest whole number of Shares having an aggregate fair market value that does  not exceed the aggregate exercise price, provided the Company shall accept a cash or other  payment from Optionee to the extent of any remaining balance of the exercise price not satisfied  by such reduction in the number of whole Shares to be issued; or a combination thereof to the  extent permissible under Applicable Law; provided, however, that any permitted method of  payment shall be in strict compliance with all procedural rules established by the Committee.     





 






 5. 8-15-2022    4. TERMINATION OF EMPLOYMENT.  All rights of Optionee in this Option, to the  extent that it has not previously become vested and been exercised, shall terminate upon  Optionee’s Termination of Employment except as set forth in Section 2 and this Section 4.  The  portion of the Option that relates to any Shares that were unvested and unexercisable as of the date  of Optionee’s Termination of Employment shall terminate and expire effective immediately upon  such date.  With respect to the vested and exercisable portion of the Option, such portion shall be  exercisable as set forth under this Section 4 below; provided, however, that in no event may an  Option be exercised, even as to vested and otherwise exercisable Shares, after the Expiration Date  set forth in the Grant Notice.     (i) In the event of Termination of Employment other than as a result of Optionee's  death, Disability or Retirement (as defined below), Optionee shall have three months from the date  of such Termination of Employment to exercise the Option as to the Shares subject to the Option  that were vested and exercisable as of the date of Termination of Employment; provided, however,  that (A) if during any part of such three month period, the Option is not exercisable because the  issuance of the Shares would violate the registration requirements under the Securities Act (or  other applicable securities laws in the case of Optionees not subject to U.S. securities laws), the  Option shall not expire until the Option shall have been exercisable for an aggregate of three  months after the date of Termination of Employment (but in no event may the Option be exercised  more than one year after the date of Termination of Employment), and (B) if on the date of such  Termination of Employment, the Shares issued upon exercise of the Option may not be sold  because Optionee has material nonpublic information regarding the Company or is otherwise  subject to a trading blackout period under the Company’s Insider Trading Policy, the Option shall  not expire until the five month period following the date of Termination of Employment has  elapsed;      (ii) In the event of Termination of Employment as a result of Optionee’s Disability,  Optionee shall have 12 months from the date of such Termination of Employment to exercise the  Option as to the Shares subject to the Option that were vested and exercisable as of the date of  Termination of Employment;      (iii) In the event of Termination of Employment as a result of Optionee’s death or in the  event of Optionee’s death within 30 days following Optionee’s Termination of Employment,  Optionee’s estate, any person who acquired the right to exercise the Option by bequest or  inheritance, or any person designated to exercise the Option upon Optionee’s death shall have 12  months following Optionee’s death to exercise the Option as to the Shares subject to the Option  that were vested and exercisable as of the date of Optionee’s death; and    (iv) In the event of Termination of Employment as a result of Optionee’s Retirement  (as defined below), Optionee shall have 12 months from the date of such Termination of  Employment to exercise the Option as to the Shares subject to the Option that were vested and  exercisable as of the date of Termination of Employment; provided, however, that if Optionee  exercises the Option more than three months after the termination of his or her employment  relationship (within the meaning of Section 424(f) of the Code), the Option may not qualify as an  “incentive stock option” under Section 422 of the Code.      





 






 6. 8-15-2022    For purposes of the Option, Optionee will be considered to experience a Termination of  Employment (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 Optionee is providing  services or the terms of Optionee’s employment or service agreement, if any) effective as of the  date that Optionee ceases 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 Optionee is employed or providing services or the terms of  Optionee’s employment or service agreement, if any). The Company shall have exclusive  discretion to determine when Optionee is no longer actively employed or providing services for  purposes of the Plan (including whether Optionee still may be considered to be providing services  while on a leave of absence).    “Retirement” means Optionee’s voluntary Termination of Employment, other than as a result of  Optionee’s death, Disability or Termination of Employment for Cause, after the attainment of age  55, provided that Optionee has been an Employee for at least ten years and the combination of  Optionee’s age and his or her length of service as an Employee together is equal to at least 65.  For  clarity, (1) if Optionee has a Termination of Employment at age 55 and has been an Employee for  less than 10 years, such Termination of Employment will not constitute Retirement and (2) if  Optionee has a Termination of Employment at age 65 and has been an Employee for less than ten  years, such Termination of Employment will not constitute Retirement.      Notwithstanding anything to the contrary in the Agreement, if the Company receives a legal  opinion that there has been a legal judgment and/or legal development in Optionee’s jurisdiction  that likely would result in the favorable treatment (i.e., 12 month exercise period from the date of  Termination of Employment) that applies to the Option in the event of Optionee’s Retirement  being deemed unlawful and/or discriminatory, the provisions of the Agreement regarding the  treatment of the Option in the event of Optionee’s Retirement shall not be applicable to Optionee.    5. FORFEITURE OF OPTION NOT TIMELY ACCEPTED.  The Option is conditioned  upon Optionee’s electronic acceptance of the Option, as set forth in the Grant Notice.  Notwithstanding the foregoing or anything in this Agreement to the contrary, if Optionee fails to  accept the Option prior to the vesting dates set forth in the Grant Notice, the portion of the Option  that otherwise would have vested on each such date will be forfeited at no cost to the Company,  and Optionee will have no further right, title or interest in such portion. In the event of Optionee’s  Termination of Employment as a result of Optionee’s death or Disability prior to acceptance of  the Option, the Company will deem the Option as being accepted.    6. NUMBER OF SHARES.    (a) The number of Shares subject to the Option may be adjusted from time to  time for changes in capitalization, as provided in Section 13 of the Plan.  (b) Any additional Shares that become subject to the Option pursuant to this  Section 6 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 Shares covered by the Option.  





 






 7. 8-15-2022    (c) Notwithstanding the provisions of this Section 6, no fractional Shares or  rights for fractional Shares shall be created pursuant to this Section 6.  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 6.  7. COMPLIANCE WITH APPLICABLE LAWS.  Optionee may not be issued any Shares  in respect of the Option unless either (i) such Shares are registered under the Securities Act (or  other applicable securities laws in the case of optionees 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 optionees not  subject to U.S. securities laws). The Option also must comply with other applicable laws and  regulations governing the Option and the issuance of Shares thereunder, and Optionee will not  receive such Shares if the Company determines that such receipt would not be in material  compliance with such laws and regulations.  Optionee represents and warrants that Optionee (a)  has 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 Option, (b) has had the opportunity to ask questions  concerning the information received about the Option and the Company, and (c) has been given  the opportunity to obtain any information Optionee deems necessary to verify the accuracy of any  information obtained concerning the Option and the Company.    8. TRANSFER RESTRICTIONS.  The Option 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, Optionee agrees not to assign, hypothecate, donate, encumber or  otherwise dispose of any interest in any of the Shares subject to the Option until such Shares are  issued to Optionee in accordance with this Agreement.  After such Shares have been issued to  Optionee, Optionee is 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.    9. DIVIDENDS.   Optionee shall receive no benefit or adjustment to the Option 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 apply with respect to any Shares that are delivered to Optionee in connection with the Option  after such Shares have been delivered to Optionee.  10. OPTION NOT A SERVICE CONTRACT.    (a) Nothing in this Agreement (including, but not limited to, the vesting of the  Option pursuant to the schedule set forth in the Grant Notice or the issuance of the Shares in respect  of the Option), 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 Optionee 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  





 






 8. 8-15-2022    Affiliate of the right to terminate Optionee’s employment without regard to any future vesting  opportunity that Optionee may have.  (b) By accepting this Option, Optionee acknowledges and agrees that the right  to continue vesting in the Option pursuant to the schedule set forth in the Grant Notice is earned  only by continuing as an employee, director or consultant of the Company or Affiliate, as  applicable (not through the act of being hired, being granted this Option 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”).  Optionee further acknowledges and agrees that such a reorganization could  result in Optionee’s Termination of Employment, or the termination of Affiliate status of  Optionee’s employer and the loss of benefits available to Optionee under this Agreement,  including but not limited to, the termination of the right to continue vesting in the Option.  Optionee  further acknowledges and agrees that this Agreement, the Plan, the transactions contemplated  hereunder and the vesting schedule 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 Optionee’s right or the Company’s right to  terminate Optionee’s service at any time, with or without cause and with or without notice.  11. NATURE OF GRANT. By accepting the Option, Optionee acknowledges,  understands and agrees that:    (a) the Plan is established voluntarily by the Company, it is discretionary in  nature and may be modified, amended, suspended or terminated by the Company at any time, to  the extent permitted under the Plan;    (b) the Option grant is exceptional, voluntary and occasional and does not  create any contractual or other right to receive future Option grants (whether on the same or  different terms), or benefits in lieu of an Option, even if an Option has been granted in the past;    (c) all decisions with respect to future Option grants or other grants, if any, will  be at the sole discretion of the Company;    (d) Optionee is voluntarily participating in the Plan;    (e) this Option 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 underlying Shares is unknown, indeterminable and  cannot be predicted with certainty;    (g) no claim or entitlement to compensation or damages shall arise from  forfeiture of the Option resulting from Optionee’s 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 Optionee is employed or rendering services or the terms of Optionee’s  employment agreement, if any);  





 






 9. 8-15-2022      (h) unless otherwise provided herein, in the Plan or by the Company in its  discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement  to have the Option 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 Option and the Shares  subject to the Option, and the income from and value of same, are not granted as consideration for,  or in connection with, the service Optionee may provide as a director of an Affiliate;    (j) if the underlying Shares do not increase in value after the grant date, the  Option will have no value;    (k) if the Option vests and Optionee is issued Shares, the value of such Shares  may increase or decrease in value following the date the Shares are issued; even below the Exercise  Price on the date the Option is granted to Optionee;    (l) the Option and the Shares subject to the Option, 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    (m) the Option and the Shares subject to the Option, and the income and value  of same, shall not be included as compensation, earnings, salaries, or other similar terms used  when calculating Optionee’s 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.    12. TAX OBLIGATIONS.      (a) By accepting this Option, Optionee acknowledges that, regardless of any  action the Company or Optionee’s employer (the “Employer”) takes with respect to any or all  income tax, social security, fringe benefit tax, payroll tax, payment on account or other tax-related  items related to the Optionee’s participation in the Plan and legally applicable to Optionee (“Tax- Related Items”), the ultimate liability for all Tax-Related Items is and remains Optionee’s  responsibility and may exceed the amount, if any, actually withheld by the Company or the  Employer.  Optionee further acknowledges that the Company and/or the Employer (i) make no  representations nor undertakings regarding the treatment of any Tax-Related Items in connection  with any aspect of this Option, including the grant, vesting or exercise of this Option, the  subsequent sale of Shares acquired pursuant to such exercise and receipt of any dividends; and  (ii) do not commit to and are under no obligation to structure the terms or the grant or any aspect  of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items.  If Optionee fails  to make satisfactory arrangements for the payment of any required Tax-Related Items hereunder  





 






 10. 8-15-2022    at the time of the applicable taxable event, Optionee acknowledges and agrees that the Company  may refuse to issue or deliver the Shares or the proceeds of the sale of Shares.    (b) In connection with any relevant taxable or tax withholding event, as  applicable, Optionee agrees to make adequate arrangements satisfactory to the Company or the  Employer to satisfy all Tax-Related Items.  In this regard, Optionee authorizes the Company and  the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations  with regard to all Tax-Related Items, if any, by withholding from Optionee’s wages or other cash  compensation paid to Optionee by the Company and/or the Employer or from proceeds of the sale  of Shares.  Alternatively, or in addition, if permissible under Applicable Laws, the Company may  (but shall not be obligated to):  (1) sell or arrange for the sale of Shares that Optionee acquires to  meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares to meet the  withholding obligation for Tax-Related Items.  In addition, Optionee shall pay the Company or the  Employer any amount of Tax-Related Items that the Company or the Employer may be required  to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase of Shares  that cannot be satisfied by the means previously described, and if Optionee does not otherwise so  pay the Company or the Employer, then the Company or the Employer may withhold amounts  from Optionee’s cash compensation to satisfy such withholding obligation.    (c) Further, depending on the withholding method, the Company or the  Employer may withhold or account for Tax-Related Items by considering applicable statutory rates  or other applicable withholding rates, including the maximum rates applicable in Optionee’s  jurisdiction, in which case Optionee may receive a refund of any over-withheld amount in cash  and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related  Items is satisfied by withholding a number of Shares, for tax purposes, Optionee will be deemed  to have been issued the full number of Shares subject to the Option, notwithstanding that a number  of the Shares is held back solely for the purpose of paying the Tax-Related Items.    (d) The Company may refuse to honor the exercise and refuse to deliver the  Shares if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related  Items (including if Optionee’s cash compensation is not sufficient to satisfy such obligations).      13. NO ADVICE REGARDING GRANT.  The Company is not providing any tax, legal or  financial advice, nor is the Company making any recommendations regarding Optionee’s  participation in the Plan, or Optionee’s acquisition or sale of the underlying Shares.  Optionee is  hereby advised to consult with Optionee’s own personal tax, financial and/or legal advisors  regarding the consequences of accepting the Option and by signing the Grant Notice, Optionee has  agreed that Optionee has done so or knowingly and voluntarily declined to do so.    14. OTHER DOCUMENTS.  Optionee hereby acknowledges 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, Optionee acknowledges 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.    





 






 11. 8-15-2022    15. NOTICES; ELECTRONIC DELIVERY AND ACCEPTANCE.  Any notices provided for  in the Option 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 Optionee, five (5) days after deposit  in the United States mail, postage prepaid, addressed to Optionee at the last address Optionee  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 Option by electronic  means or to request Optionee’s consent to participate in the Plan by electronic means.  Optionee  hereby consents 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 Optionee’s electronic account held by the Company, the Agent or another  third party designated by the Company.  Optionee hereby acknowledges 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.    16. CLAWBACK/RECOUPMENT.  This Option 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 Optionee 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 the Company and Optionee.  No recovery of compensation under such a clawback policy  will be an event giving rise to Optionee’s right to resign for “good reason” or “constructive  termination” (or similar term) under any plan of, or agreement with, the Company.    17. MISCELLANEOUS.    (a) The rights and obligations of the Company under the Option 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) Optionee agrees 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 the Option.  (c) Optionee acknowledges and agrees that Optionee has reviewed the Option  in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and  accepting the Option, and fully understand all provisions of the Option.  (d) Optionee acknowledges and agrees that the Company shall not be liable for  any exchange rate fluctuation between Optionee’s local currency and the United States Dollar that  may affect the value of the Option or of any amounts due to Optionee pursuant to the exercise of  the Option or the subsequent sale of any Shares acquired upon exercise.  





 






 12. 8-15-2022    (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.  18. GOVERNING PLAN DOCUMENT.  The Option is subject to all the provisions of the  Plan, the provisions of which are hereby made a part of the Option, 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, in the event of any conflict  between the provisions of the Option and those of the Plan, the provisions of the Plan shall control.    19. 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 Optionee with respect to the  subject matter hereof, with the exception of any arrangement that would provide for vesting  acceleration of this Option upon the terms and conditions set forth therein.    20. 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.    21. DATA PRIVACY.  To participate in the Plan, Optionee will need to review the  information provided in this Section and, where applicable, declare Optionee’s consent to the  processing of personal data by the Company and third parties noted below.    (a) EEA+ Controller and Representative.  If Optionee 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+”), Optionee  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  Optionee’s personal data in connection with the 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.  (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 Optionee, which may include Optionee’s 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 Options or any other entitlement to Shares  awarded, canceled, exercised, settled, vested, unvested or outstanding in Optionee’s favor and  





 






 13. 8-15-2022    additional similar or related data, which the Company receives from Optionee’s or the entity  that employs Optionee (“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 Optionee’s participation in the Plan  and facilitating compliance with applicable tax and securities law.   If Optionee is 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 Optionee is based outside of the EEA+, the legal basis, where required, for the processing of  Data by the Company is Optionee’s consent, as further described 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.  Optionee 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 Optionee lives 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 Optionee is 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. Optionee may request a copy  of the Standard Contractual Clauses by contacting dataprotection@seagen.com.  If Optionee is based in a jurisdiction outside of the EEA+, Personal Data will be transferred  from Optionee’s jurisdiction to the Company and onward from the Company to the Stock Plan  Provider, or if applicable, another service provider, based on Optionee’s consent, as further  described in (h) below.  





 






 14. 8-15-2022    (e) Data Retention. The Company will use Personal Data only as long as  necessary to implement, administer and manage Optionee’s 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 Optionee is providing the consents herein on a purely  voluntary basis. Optionee may withdraw his or her consent at any time, with future effect and  for any or no reason. If Optionee does not consent, or if Optionee later seeks to withdraw his or  her consent, Optionee’s salary from or employment or service relationship with Optionee’s  Employer will not be affected. The only consequence of denying or withdrawing consent is that  the Company would not be able to grant the Option to Optionee under the Plan or administer  or maintain Optionee’s participation in the Plan. If Optionee withdraws his or her consent, the  Company will stop processing Optionee’s 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 the Option granted before Optionee withdrew his or her consent.  (g) Data Subject Rights. Optionee may have a number of rights under data  privacy laws in Optionee’s jurisdiction.  Subject to the conditions set out in the applicable law  and depending on where Optionee is 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 Optionee’s 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, Optionee can contact  dataprotection@seagen.com.   (h) Necessary Disclosure of Personal Data. Optionee understands that  providing the Company with Personal Data is necessary for the performance of this Agreement  and that Optionee’s refusal to provide Personal Data would make it impossible for the Company  to perform its contractual obligations and would affect Optionee’s ability to participate in the  Plan.  (i) Declaration of Consent (if Optionee is outside the EEA+). By clicking on  the “I accept” button on the Acknowledge Grant screen on the stock plan administration site,  Optionee is declaring that Optionee unambiguously consents to the collection, use and transfer,  in electronic or other form, of Optionee’s Personal Data, as described above and in any other  grant materials, by and among, as applicable, the entity that employs Optionee, 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 Optionee’s participation in the Plan, including providing ancillary services related to  stock plan administration. Optionee understands that Optionee 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 Optionee does not consent or later seek to revoke Optionee’s  consent, Optionee’s employment status or service with the entity that employs Optionee will not  





 






 15. 8-15-2022    be affected; the only consequence of refusing or withdrawing consent is that the Company  would not be able to grant this Option or any other equity award to Optionee or administer or  maintain such awards.  Therefore, Optionee understands that refusing or withdrawing consent  will affect Optionee’s ability to participate in the Plan.  For more information on the  consequences of refusal to consent or withdrawal of consent, Optionee should contact the  Company’s Stock Plan Administrator.  22. INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS.  Optionee  acknowledges that, depending on Optionee’s country, Optionee may be subject to insider trading  restrictions and/or market abuse laws, which may affect Optionee’s ability to acquire or sell the  Shares or rights to the Shares under the Plan during such times as Optionee is considered to have  “inside information” regarding the Company (as defined by the laws in Optionee’s 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.  Optionee  acknowledges that it is Optionee’s responsibility to comply with any applicable restrictions, and  Optionee is advised to speak to Optionee’s personal advisor on this matter.  23. FOREIGN ASSET/ACCOUNT AND TAX REPORTING, EXCHANGE CONTROLS.   Optionee’s country may have certain foreign asset, account and/or tax reporting requirements and  exchange controls which may affect Optionee’s 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 Optionee’s  country.  Optionee understands that Optionee may be required to report such accounts, assets or  transactions to the tax or other authorities in Optionee’s country.  Optionee also may be required  to repatriate sale proceeds or other funds received as a result of participation in the Plan to  Optionee’s country through a designated bank or broker and/or within a certain time after receipt.   In addition, Optionee 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.  Optionee acknowledges  that Optionee is responsible for complying with all such requirements, and that Optionee should  consult personal legal and tax advisors, as applicable, to ensure compliance.  24. WAIVER.  Optionee acknowledges 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.  25. LANGUAGE.  Optionee acknowledges that Optionee is sufficiently proficient in the  English language, or has consulted with an advisor who is sufficiently proficient in English, so as  to allow Optionee to understand the terms and conditions of this Agreement.  If Optionee has  received this Agreement, or any other document related to this Option 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.  26. APPENDIX.  Notwithstanding any provisions in this Agreement to the contrary, the  Option shall be subject to the additional terms and conditions for Optionee’s country set forth in  the Appendix.  Moreover, if Optionee transfers residence and/or employment to another country  reflected in the Appendix, the terms and conditions for such country will apply to Optionee to the  extent the Company determines in its sole discretion, that the application of such terms and  





 






 16. 8-15-2022    conditions is necessary or advisable for legal or administrative reasons.  The Appendix constitutes  part of this Agreement.  27. 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  Optionee’s participation in the Plan, relating to it, or arising from it, Optionee hereby submits to  and consents 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  this Option is granted and/or to be performed.  28. IMPOSITION OF OTHER REQUIREMENTS.  The Company reserves the right to  impose other requirements on Optionee’s 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 Optionee to sign any additional agreements or undertakings  that may be necessary to accomplish the foregoing.  29. AMENDMENT.  This Agreement may not be modified, amended or terminated  except by an instrument in writing, signed by Optionee 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 Optionee, and provided that no such amendment  materially adversely affecting Optionee’s rights hereunder may be made without Optionee’s  written consent, except as otherwise provided in the Plan. Without limiting the foregoing, the  Administrator reserves the right to change, by written notice to Optionee and without Optionee’s  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.    





 






   17.                                                                              8-15-2022  SEAGEN INC.    APPENDIX TO GLOBAL STOCK OPTION 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 this Option if Optionee resides  and/or works in one of the countries listed below.    If Optionee is a citizen or resident of a country other than the one in which the Optionee is currently  residing and/or working, transfer employment and/or residency to another country after the Option  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  Optionee.  Notifications   This Appendix also includes information regarding exchange controls and certain other issues of  which Optionee should be aware with respect to 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 Optionee not rely on the information in this Appendix as the only source of  information relating to the consequences of Optionee’s participation in the Plan because the  information may be out of date at the time that Optionee acquires Shares or sells Shares acquired  under the Plan.  In addition, the information contained herein is general in nature and may not apply to Optionee’s  particular situation and the Company is not in a position to assure him or her of any particular  result.  Accordingly, Optionee acknowledges that Optionee should seek appropriate professional  advice as to how the relevant laws in Optionee’s country may apply to Optionee’s situation.    Finally, Optionee acknowledges that if Optionee is a citizen or resident of a country other than the  one in which Optionee is currently residing and/or working, transfers employment and/or  residency to another country after the Option is granted, or is considered a resident of another  country for local law purposes, the information contained herein may not be applicable to  Optionee.     





 






 18. 8-15-2022    AUSTRIA    Notifications    Exchange Control Information.  If Optionee holds securities (including Shares acquired under  the Plan) or cash (including proceeds from the sale of Shares) outside of Austria, Optionee may be  subject to reporting obligations to the Austrian National Bank.  If the value of the Shares meets or  exceeds a certain threshold, Optionee must report the securities held on a quarterly basis to the  Austrian National Bank as of the last day of the quarter, on or before the 15th day of the month  following the end of the calendar quarter.  In all other cases, an annual reporting obligation applies  and the report has to be filed as of December 31 on or before January 31 of the following year  using the form P2.  Where the cash amount held outside of Austria meets or exceeds a certain  threshold, monthly reporting obligations apply as explained in the next paragraph.      In connection with the sale of Shares or receipt any cash dividends, Optionee may have exchange  control obligations if Optionee holds the cash proceeds outside of Austria. If the transaction  volume of all of Optionee’s accounts abroad meets or exceeds a certain threshold, Optionee must  report to the Austrian National Bank the movements and balances of all accounts on a monthly  basis, as of the last day of the month, on or before the 15th day of the following month, on the  prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen).    BELGIUM    Terms and Conditions    Timing of Acceptance.  Optionee agrees that he or she will not accept the Option until a date that  is on or after the 61st day on which it is offered to Optionee. The date of offer is the date on which  the Company communicates the material terms (i.e., the Exercise Price and number of Shares  subject to the Option) to Optionee. Any acceptance inadvertently given by Optionee before the  61st day following the offer date shall be considered effective as of the 61st day following the  offer date.     Notifications    Foreign Asset / Account Reporting.  Belgian residents are required to report any security (e.g.,  Shares acquired under the Plan) or bank account established outside of Belgium on their annual  tax return.  In a separate report, Belgian residents are also required to provide the National Bank  of Belgium with certain details regarding such foreign accounts (including the account number,  bank name and country in which any such account was opened).  The forms to complete this report  are available on the website of the National Bank of Belgium.  Belgian residents should consult  with their personal tax advisors to determine their personal reporting obligations.    Annual Securities Accounts Tax. If the value of securities held in a Belgian or foreign securities  account exceeds €1 million, a new “annual securities account tax” applies. Belgian residents  should consult with their personal tax advisor regarding the new tax.  





 






 19. 8-15-2022      CANADA    Terms and Conditions    Method of Payment.  Notwithstanding Section 3 of the Agreement, Optionee is prohibited from  paying the exercise price applicable to this Option using Shares or by a cashless “net exercise”  arrangement.    IMPORTANT ACKNOWLEDGMENT.  In accepting this Option, Optionee acknowledges  that Optionee has received a copy of the Plan and the Agreement and reviewed the Plan and  the Agreement in their entirety and fully understands and accepts all provisions of the Plan  and the Agreement.    OPTIONEE FURTHER SPECIFICALLY ACKNOWLEDGES THAT OPTIONEE HAS  READ AND EXPRESSLY ACCEPTS SECTION 4 (TERMINATION OF EMPLOYMENT)  OF THIS AGREEMENT, AS AMENDED BY THE FOLLOWING APPENDIX  PROVISION:    Termination of Employment.  This provision replaces the fifth paragraph of Section 4 of the  Agreement:    For purposes of the Option, and notwithstanding anything to the contrary in the Agreement or the  Plan, Optionee will be deemed to experience a Termination of Employment (and Optionee’s right  to vest in the Option will terminate effective as of) the date that is the earlier of:    (1)  the date Optionee ceases to be an Employee or Consultant;     (2)  the date on which Optionee receives written notice of termination; or     (3)  the date Optionee is no longer actively providing services to the Company or any  other Affiliate (except where such inactive service results from a leave of absence  that is required to be provided to Optionee under Applicable Law), and in each  case:  (i) regardless of the reason of such cessation or termination;  (ii) whether or  not such cessation or termination is (or is later found to be) unlawful, or invalid, or  in breach of Applicable Laws (including, but not limited to, employment-related  statutory and/or common and/or civil law, or other laws or rules in the jurisdiction  where Optionee is providing services), or in breach of the terms of Optionee’s  employment or service agreement, if any.      For clarity, in each case, such date will be determined regardless of (and will not be  extended by) any notice period or severance period or period of “garden leave” or period of  reasonable notice or period covered by compensation/indemnity/damages in lieu of reasonable  notice, or any similar period to which Optionee claims to be entitled, whether mandated under  Applicable Laws (including, but not limited to, employment-related statutory law and/or common  





 






 20. 8-15-2022    law and/or civil law), or claimed by Optionee under the terms of Optionee’s employment or service  agreement (if any), or claimed by Optionee on any other basis whatsoever.  The Administrator  shall have exclusive discretion to determine when Optionee ceases to be an Employee or  Consultant or is no longer actively employed for purposes of Optionee’s participation in the Plan  (including whether Optionee may still be considered to be providing services while on a leave of  absence that is not required to be provided to Optionee under Applicable Law).      Data Privacy.  This provision supplements Section 21 of the Agreement:    Optionee hereby authorize the Company and the Company’s representatives to discuss with and  obtain all relevant information from all personnel, professional or not, involved in the  administration and operation of the Plan.  Optionee further authorizes the Company, the Employer  and/or any other Affiliate to disclose and discuss such information with their advisors.  Optionee  also authorizes the Company, the Employer and/or any other Affiliate to record such information  and to keep such information in Optionee’s employee file.    Notifications    Securities Law Information.  Optionee understands that Optionee is permitted to sell Shares  acquired pursuant to the Plan through the designated broker appointed under the Plan, if any,  provided the sale of the Shares acquired pursuant to the Plan takes place outside of Canada through  the facilities of a stock exchange on which the shares are listed, and the Company is not a reporting  issuer in any jurisdiction of Canada at the time of sale.    Foreign Asset/Account Reporting Information.  Specified Foreign property, including Options,  Shares acquired under the Plan and other rights to receive shares of a non-Canadian company held  by a Canadian resident must generally be reported annually on a Form T1135 (Foreign Income  Verification Statement) if the total cost of the specified foreign property exceeds C$100,000 at any  time during the year. Thus, if the C$100,000 cost threshold is exceeded by other foreign specified  property held by the individual, the award of this Option must be reported (generally at a nil cost).   For purposes of such reporting, Shares acquired under the Plan may be reported at their adjusted  cost basis.  The adjusted cost basis of a Share is generally equal to the fair market value of such  Share at the time of acquisition; however, if Optionee owns other Shares (e.g., acquired under  other circumstances or at another time), the adjusted cost basis may have to be averaged with the  adjusted cost bases of the other Shares.  Optionee should consult with his or her personal tax  advisor to determine the applicable reporting requirements.  DENMARK    Terms and Conditions    Danish Stock Option Act.  By accepting this Option, Optionee acknowledges that Optionee  received an Employer Statement, translated into Danish, which is being provided to comply with  the Danish Stock Option Act.      Notifications  





 






 21. 8-15-2022      Foreign Asset/Account Reporting Information.  If Optionee establishes an account holding  shares or cash outside of Denmark, Optionee must report the account to the Danish Tax  Administration.  The form which should be used to make the report can be obtained from a local  bank.     





 






 22. 8-15-2022    SPECIAL NOTICE FOR EMPLOYEES IN DENMARK  EMPLOYER STATEMENT    Pursuant to Section 3(1) of the Act on Stock Options in employment relations, as amended January  1, 2019 (the “Stock Option Act”), you are entitled to receive the following information regarding  the stock options granted to you by Seagen Inc. (the “Company”) under the Seagen Inc. Amended  and Restated 2007 Equity Incentive Plan (the “Plan”) in a written statement.    This statement contains information applicable to Optionee’s participation in the Plan, as required  under the Stock Option Act, while the other terms and conditions of Optionee’s stock options  (“Options”) are described in detail in the Plan and the Stock Option Agreement (the “Agreement”),  both of which have been made available to you.  Capitalized terms used but not defined herein  shall have the same meanings given to them in the Plan or the Agreement, as applicable.    Section 1 of the Stock Option Act provides that the Stock Option Act only applies to employees.  Employees are defined in section 2 of the Stock Option Act as persons who receive remuneration  for their personal services in an employment relationship. Persons, including managers, who are  not regarded as employees under the Stock Option Act, will not be subject to the Stock Option  Act.  If you are not an employee within the meaning of the Stock Option Act, the Company  therefore has no obligation to issue an employer information statement to you and you will not be  able to rely on this statement for legal purposes, since only the terms and conditions set out in the  Plan apply.    1. Date of grant    The date of grant of Optionee’s Options is the date that the Administrator approved a grant  for you and determined it would be effective, which is set forth in the Agreement.    2. Terms or conditions for Option grant     The grant of Options under the Plan is made at the sole discretion of the Company.   Employees, Directors and Consultants of the Company and its Affiliates, are eligible to  receive grants under the Plan.  The Administrator has broad discretion to determine who will  receive Options and to set the terms and conditions of the Options.  The Company may  decide, in its sole discretion, not to make any grants of Options to you in the future.  Under  the terms of the Plan and the Agreement, you have no entitlement or claim to receive future  grants of Options.    3. Exercise date or period      The options will vest and become exercisable over a period of time (as set forth in the  Agreement), subject to Optionee’s continuous employment through the applicable vesting  date and other conditions set forth in the Plan and Agreement, and subject to Section 5 of  this statement.    4. Exercise Price  





 






 23. 8-15-2022       During the exercise period, the Options can be exercised to purchase shares of common stock  of the Company at a price per share not less than the fair market value of the stock on the  date the Option is granted, as determined in accordance with the Plan.    5. Your rights upon termination of employment    Subject to the provisions below regarding accelerated vesting and post-termination exercise  in certain circumstances, vesting will cease upon Optionee’s Termination of Employment  and the Options that were not vested and exercised on the date of such termination will be  forfeited at no cost to the Company and you will have no further right, title or interest in or  to such Options or the Shares underlying such Option.   Notwithstanding the foregoing or anything in the Agreement to the contrary, in the event of  Optionee’s Termination of Employment as a result of Optionee’s Disability, the vesting and  exercisability of the Option shall accelerate such that the Option shall become vested and  exercisable as to an additional twelve (12) months, effective as of the date of such  Termination of Employment, to the extent that the Option is outstanding on such date.    Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of  Optionee’s Termination of Employment as a result of Optionee’s death, this Option (and all  other Seagen Inc. stock options granted to Optionee that do not have performance or  milestone vesting conditions) shall accelerate and vest and become exercisable in full,  effective as of the date of such Termination of Employment, to the extent that this Option is  outstanding on such date.    The portion of the Option that relates to any Shares that were unvested and unexercisable as  of the date of Optionee’s Termination of Employment shall terminate and expire effective  immediately upon such date.  With respect to the vested and exercisable portion of the  Option, such portion shall be exercisable as set forth below; provided, however, that in no  event may an Option be exercised, even as to vested and otherwise exercisable Shares, after  the Expiration Date:    (i) In the event of Termination of Employment other than as a result of Optionee’s  death, Disability or Retirement (as defined below), Optionee shall have three months  from the date of such Termination of Employment to exercise the Option as to the shares  subject to the Option that were vested and exercisable as of the date of Termination of  Employment; provided, however, that (A) if during any part of such three month period,  the Option is not exercisable because the issuance of the shares would violate the  registration requirements under the Securities Act (or other applicable securities laws in  the case of Optionees not subject to U.S. securities laws), the Option shall not expire until  the Option shall have been exercisable for an aggregate of three months after the date of  Termination of Employment (but in no event may the Option be exercised more than one  year after the date of Termination of Employment), and (B) if during any part of such  three month period, the shares issued upon exercise of the Option may not be sold  because Optionee has material nonpublic information regarding the Company or is  otherwise subject to a trading blackout period under the Company’s Insider Trading  





 






 24. 8-15-2022    Policy, the Option shall not expire until Optionee shall have had an aggregate of three  months after the date of Termination of Employment during which Optionee can sell the  Shares without being subject to such restrictions arising under insider trading laws or  Company policy (but in no event may the Option be exercised more than one year after  the date of Termination of Employment);     (ii) In the event of Termination of Employment as a result of Optionee’s Disability,  Optionee shall have 12 months from the date of such Termination of Employment to  exercise the Option as to the Shares subject to the Option that were vested and exercisable  as of the date of Termination of Employment;     (iii) In the event of Termination of Employment as a result of Optionee’s death or in the  event of Optionee’s death within 30 days following Optionee’s Termination of  Employment, Optionee’s estate, any person who acquired the right to exercise the Option  by bequest or inheritance, or any person designated to exercise the Option upon  Optionee’s death shall have 12 months following Optionee’s death to exercise the Option  as to the Shares subject to the Option that were vested and exercisable as of the date of  Optionee’s death; and    (iv) In the event of Termination of Employment as a result of Optionee’s Retirement  (as defined below), Optionee shall have 12 months from the date of such Termination of  Employment to exercise the Option as to the Shares subject to the Option that were vested  and exercisable as of the date of Termination of Employment.    Notwithstanding the above, in no event may an Option be exercised, even as to vested and  otherwise exercisable Shares, after the Expiration Date  6. Financial aspects of participating in the Plan    The grant of stock options has no immediate financial consequences for you.  The value of  the options is not taken into account when calculating holiday allowances, pension  contributions or other statutory consideration calculated on the basis of salary.    Shares of stock are financial instruments and investing in stock will always have financial  risk.  The future value of Company shares is unknown and cannot be predicted with certainty.    Seagen Inc.  21823 - 30th Drive S.E.  Bothell, Washington 98021  U.S.A.     





 






 25. 8-15-2022    SÆRLIG MEDDELELSE TIL MEDARBEJDERE I DANMARK  ARBEJDSGIVERERKLÆRING    I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret m.v. i ansættelsesforhold som  ændret 1. januar 2019 ("Aktieoptionsloven") er du berettiget til i en skriftlig erklæring at modtage  følgende oplysninger om de aktieoptioner, som du modtager fra Seagen Inc. (“Selskabet”) i  henhold til Seagen Inc.'s "Amended and Restated 2007 Equity Incentive Plan" ("Ordningen").     Denne erklæring indeholder de oplysninger, der  i henhold til Aktieoptionsloven gælder for  Optionsmodtagerens deltagelse i Ordningen, mens de øvrige vilkår og betingelser for  Optionsmodtagerens aktieoptioner ("Optioner") er nærmere beskrevet i Ordningen og i  Aktieoptionsaftalen ("Aftalen"), som begge er udleveret til dig.  Begreber, der står med stort  begyndelsesbogstav i denne arbejdsgivererklæring, men som ikke er defineret heri, har den i  Ordningen eller Aftalen anførte betydning.    I henhold til Aktieoptionslovens § 1 finder loven kun anvendelse for lønmodtagere. Lønmodtagere  er defineret i Aktieoptionslovens § 2 som personer, der modtager vederlag for personligt arbejde i  tjenesteforhold. Personer, herunder direktører, som ikke anses for at være lønmodtagere i  Aktieoptionslovens forstand, er ikke omfattet af Aktieoptionsloven. Hvis du ikke er lønmodtager  i Aktieoptionslovens forstand, er Selskabet derfor ikke forpligtet til at udstede en  arbejdsgivererklæring til dig, og du vil ikke i juridisk henseende kunne henholde dig til denne  arbejdsgivererklæring, da det alene er bestemmelserne i Ordningen, der er gældende.    1. Tildelingstidspunkt    Tidspunktet for tildelingen af Optionsmodtagerens Optioner er den dag, hvor  Administratoren godkendte tildelingen og besluttede, at den skulle træde i kraft. Tidspunktet  fremgår af Aftalen.    2. Vilkår og betingelser for Optionstildelingen     Tildelingen af Optioner i henhold til Ordningen sker efter Selskabets eget skøn. Tildeling  kan i henhold til Ordningen ske til Medarbejdere, Bestyrelsesmedlemmer og Konsulenter i  Selskabet og dets Tilknyttede Selskaber. Administratoren har vide beføjelser til at bestemme,  hvem der skal modtage Optioner og på hvilke vilkår. Selskabet kan efter eget skøn vælge  fremover ikke at tildele dig nogen Optioner. I henhold til bestemmelserne i Ordningen og  Aftalen har du ikke hverken ret til eller krav på fremover at få tildelt Optioner.    3. Udnyttelsesdato eller -periode      Optionerne modnes over en periode (som anført i Aftalen), forudsat at Optionsmodtageren  fortsat er ansat på modningsdatoen, og at de øvrige betingelser i Ordningen og i Aftalen er  opfyldt, dog med forbehold for pkt. 5 nedenfor.    4. Udnyttelseskurs    





 






 26. 8-15-2022     I udnyttelsesperioden kan Optionerne udnyttes til køb af ordinære aktier i Selskabet til en  kurs, der som minimum svarer til markedskursen på tidspunktet for tildelingen af Optionen,  som opgjort i henhold til Ordningen.    5. Din retsstilling i forbindelse med fratræden    Med forbehold for bestemmelserne nedenfor vedrørende fremskyndet modning og udnyttelse  efter ansættelsesforholdets ophør vil modningen ophøre ved Optionsmodtagerens  Fratrædelse, og de Optioner, som ikke er modnet og udnyttet på dette tidspunkt, bortfalder  uden omkostninger for Selskabet, og du vil ikke længere have ret eller adkomst til disse  Optioner eller til de bagvedliggende Aktier.   Uanset ovenstående og Aftalens øvrige bestemmelser gælder, at såfremt Optionsmodtageren  Fratræder som følge af Optionsmodtagerens Uarbejdsdygtighed, fremskyndes modningen af  Optionen, således at Optionen modnes, som om Optionsmodtageren havde været ansat i en  periode på yderligere tolv (12) måneder fra Fratrædelsesdatoen, såfremt Optionen endnu ikke  er modnet på dette tidspunkt.  Uanset ovenstående og Aftalens øvrige bestemmelser gælder, at såfremt  Optionsmodtageren Fratræder som følge af Optionsmodtagerens død, fremskyndes fult  modningen af Optionen (og alle andre Seagen Inc.-aktieenheder, der er tildelt dig, og som  ikke har præstations- eller milepælsvilkår), således at Optionen modnes, såfremt Optionen  endnu ikke er modnet på dette tidspunkt.    Den andel af Optionen, der vedrører Aktier, som ikke var modnet på Fratrædelsesdatoen,  bortfalder og udløber med øjeblikkelig virkning pr. denne dato.  Med hensyn til den modnede  andel af Optionen kan denne udnyttes som anført nedenfor. Dog kan en Option aldrig  udnyttes efter Udløbsdatoen, heller ikke til køb af Aktier, der er modnet eller i øvrigt kan  udnyttes:  (i) Ved Fratrædelse af andre grunde end Optionsmodtagerens død, Uarbejdsdygtighed  eller Pensionering (som defineret nedenfor) kan Optionsmodtageren inden for en frist på  tre måneder fra Fratrædelsesdatoen udnytte Optionen for de aktier, der er modnet pr.  Fratrædelsesdatoen. Dog gælder, at (A) hvis Optionen ikke kan udnyttes inden for  tremåneders fristen, fordi udstedelse af aktierne vil være i strid med registreringskravene  i den amerikanske Securities Act (eller tilsvarende lovgivning for Optionsmodtagere, der  ikke er omfattet af den amerikanske værdipapirlovgivning), udløber Optionen først, når  den har kunne udnyttes i tre måneder efter Fratrædelsesdatoen (idet Optionen dog i intet  tilfælde kan udnyttes senere end et år efter Fratrædelsesdatoen), og (B) hvis aktierne  udstedt ved udnyttelse af Optionen ikke må sælges inden for tremåneders fristen, fordi  Optionsmodtageren er i besiddelse af væsentlige, ikke-offentliggjorte oplysninger om  Selskabet, eller i øvrigt er omfattet af et handelsforbud i henhold til Selskabets Politik for  Insiderhandel, udløber Optionen først, når Optionsmodtageren har haft i alt tre måneder  efter Fratrædelsesdatoen til at sælge Aktierne uden at være omfattet af sådanne  restriktioner i medfør af lovgivningen om insiderhandel eller Selskabets politik (dog kan  Optionen i intet tilfælde udnyttes senere end et år efter Fratrædelsesdatoen).     





 






 27. 8-15-2022    (ii) Ved Fratrædelse som følge af Optionsmodtagerens Uarbejdsdygtighed har  Optionsmodtageren en frist på 12 måneder efter Fratrædelsesdatoen til at udnytte  Optionen for de Aktier, der er modnet pr. Fratrædelsesdatoen.     (iii) Ved Fratrædelse som følge af Optionsmodtagerens død eller i tilfælde af  Optionsmodtagerens død inden for 30 dage efter Fratrædelsesdatoen har  Optionsmodtagerens bo eller den person, som har arvet retten til at udnytte Optionen,  eller den person, som er udpeget til at udnytte Optionen ved Optionsmodtagerens død,  en frist på 12 måneder efter dødsfaldet til at udnytte Optionen for de Aktier, der er modnet  pr. dødsdatoen, og    (iv) Ved Fratrædelse som følge af Optionsmodtagerens Pensionering (som defineret  nedenfor) har Optionsmodtageren en frist på 12 måneder efter Fratrædelsesdatoen til at  udnytte Optionen for de Aktier, der er modnet pr. Fratrædelsesdatoen.    Uanset ovennævnte kan en Option aldrig udnyttes efter Udløbsdatoen, heller ikke til køb af  Aktier, der er modnet eller i øvrigt kan udnyttes.  6. Økonomiske aspekter ved deltagelse i Ordningen    Tildelingen af aktieoptioner har ingen umiddelbare økonomiske konsekvenser for dig.   Værdien af optionerne indgår ikke i beregningen af feriepenge, pensionsbidrag eller andre  lovpligtige, vederlagsafhængige ydelser.    Aktier er finansielle instrumenter, og investering i aktier vil altid være forbundet med en  økonomisk risiko.  Den fremtidige værdi af Selskabets aktier kendes ikke og kan ikke  forudsiges med sikkerhed.    Seagen Inc.  21823 - 30th Drive S.E.  Bothell, Washington 98021  U.S.A.       





 






 28. 8-15-2022    FINLAND    There are no country-specific provisions.    FRANCE    Terms and Conditions    Non-Qualified Award. This Option is not intended to qualify for special tax and social security  treatment applicable to Options granted under Sections L.225-177 to L.225-186 and Sections L.  22-10-56 to L. 22-10-58 of the French Commercial Code, as amended.    Consent to Receive Information in English.  By accepting this Option, Optionee confirms having  read and understood the Plan and the Stock Option Agreement which were provided in the English  language.  Optionee accepts the terms of those documents accordingly.    Consentement Relatif à la Langue Utilisée.  En acceptant l’attribution de l’option, vous confirmez  avoir lu et compris le Plan et ce Contrat, qui ont été communiqués en langue anglaise.  Vous  acceptez les termes de ces documents en connaissance de cause.    Notifications    Foreign Asset/Account Reporting Information.  If Optionee holds cash or Shares outside of  France or maintain a foreign bank or foreign bank or brokerage account (including accounts that  were opened and closed during the tax year), Optionee is required to report such assets and  accounts to the French tax authorities on an annual basis on a specified form together with  Optionee’s income tax return.  Failure to complete this reporting can trigger significant penalties.    GERMANY    Notifications    Exchange Control Information.  Cross-border payments in excess of €12,500 must be reported  monthly to the German Federal Bank (Bundesbank).  In case of payments in connection with  securities (including proceeds realized upon the sale of Shares or the receipt of dividends, if any),  the report must be made by the 5th day of the month following the month in which the payment  was received.  The report must be filed electronically and the form of report ("Allgemeine  Meldeportal Statistik") can be accessed via the Bundesbank's website (www.bundesbank.de), in  both German and English.  Optionee is responsible for making this report.    Foreign Asset/Account Reporting Information.  If Optionee’s acquisition of Shares acquired  under the Plan leads to a so-called qualified participation at any point during the calendar year,  Optionee may need to report the acquisition when Optionee files his or her tax return for the  relevant year.  A qualified participation is attained if (i) the value of the Shares exceeds €150,000,  or (ii) in the unlikely event that Optionee holds Shares exceeding 10% of the Company’s share  





 






 29. 8-15-2022    capital. However, if the Shares are listed on a recognized U.S. stock exchange and Optionee owns  less than 1% of the Company, this requirement will not apply to Optionee.     ITALY    Terms and Conditions    Method of Payment.  The following provision supplements Section 3 of the Agreement:  Due to local regulatory requirements, Optionee understands that Optionee will be restricted to the  cashless sell-all method of exercise. To complete a cashless sell-all exercise, Optionee understands  that Optionee must instruct the Plan broker to: (i) sell all of the Shares issued upon exercise; (ii)  use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items;  and (iii) remit the balance in cash to Optionee. Optionee will not be permitted to hold Shares after  exercise. Depending upon the development of laws and Optionee’s status as a national of a country  other than Italy, the Company reserves the right to modify the methods of exercising the Option  and, in its sole discretion, to permit cash exercises, cashless sell-to-cover exercises or any other  method of exercise and payment of Tax-Related Items permitted under the Plan.    Plan Document Acknowledgment.  In accepting the Option, Optionee acknowledges that  Optionee has received a copy of the Plan and the Agreement and reviewed the Plan and the  Agreement in their entirety and fully understand and accept all provisions of the Plan and the  Agreement.    Optionee further acknowledges that Optionee has read and specifically and expressly approves the  following sections of the Agreement and this Appendix: Section 11. Nature of Grant; Section 12.  Tax Obligations; Section 20. Severability; Section 21. Data Privacy; Section 25. Language;  Section 27. Governing Law/Venue; and Section 28. Imposition of Other Requirements.    Notifications    Foreign Asset/Account Reporting Information.  If Optionee is an Italian resident and at any  time during the fiscal year holds investments or financial assets outside of Italy (e.g., cash, Shares)  which may generate income taxable in Italy (or if Optionee is the beneficial owner of such an  investment or asset, even if Optionee does not directly hold the investment or asset under Italian  money laundering provisions), Optionee is required to report such investments or assets on his or  her annual tax return for such fiscal year (on UNICO Form, RW Schedule) or on a special form if  Optionee is not required to file a tax return.    Foreign Financial Assets Tax.  The fair market value of any Shares held outside of Italy is subject  to a foreign assets tax.  Financial assets include Shares acquired under the Plan.  The taxable  amount will be the fair market value of the financial assets assessed at the end of the calendar year.   Optionee should consult with Optionee’s personal tax advisor about the foreign financial assets  tax.    





 






 30. 8-15-2022    NETHERLANDS    There are no country-specific provisions.    NORWAY    There are no country-specific provisions.    PORTUGAL    Terms and Conditions    Consent to Receive Information in English.  Optionee hereby expressly declares that Optionee  has full knowledge of the English language and has read, understood and fully accepted and agreed  with the terms and conditions established in the Plan and the Agreement.    Conhecimento da Lingua. Contratado, pelo presente instrumento, declara expressamente que  tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e  concordou com os termos e condições estabelecidas no Plano e no Acordo.    Notifications    Exchange Control Information.  If Optionee receives Shares upon exercise of the Option, the  acquisition of the Shares should be reported to the Banco de Portugal for statistical purposes. If  the Shares are deposited with a commercial bank or financial intermediary in Portugal, such  bank or financial intermediary will submit the report on Optionee’s behalf. If the Shares are not  deposited with a commercial bank or financial intermediary in Portugal, Optionee is responsible  for submitting the report to the Banco de Portugal.    PUERTO RICO    There are no country-specific provisions.    SPAIN    Terms and Conditions    Labor Law Acknowledgment.  The following provisions supplement Section 11 of the  Agreement:    By accepting the Option, Optionee agrees to participation in the Plan and acknowledges that  Optionee has received a copy of the Plan.    Optionee understands and agrees that, except as otherwise provided in the Agreement, Optionee  will forfeit any Options in the event of Optionee’s Termination of Employment by reason of, but  not limited to, resignation, disciplinary dismissal adjudged to be with cause, disciplinary dismissal  





 






 31. 8-15-2022    adjudged or recognized to be without cause (i.e., subject to a “despido improcedente,” individual  or collective dismissal on objective grounds, whether adjudged or recognized to be with or without  cause, material modification of the terms of employment under Article 41 of the Workers’ Statute,  relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral  withdrawal by the Service Recipient and  under Article 10.3 of the Royal Decree 1382/1985.     Optionee understands that the Company has unilaterally, gratuitously and discretionally decided  to grant Options under the Plan to individuals who are employees of the Company or its Affiliates  throughout the world.  The decision is a limited decision that is entered into upon the express  assumption and condition that any grant will not economically or otherwise bind the Company or  any Affiliates on an ongoing basis except as set forth under the terms of the Plan and the  Agreement.  Consequently, Optionee understands that any Option is given on the assumption and  condition that it shall not become a part of any employment contract (either with the Company or  any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including  severance compensation) or any other right whatsoever.  Further, Optionee understands and freely  accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and  discretionary grant since the future value of the Option and Shares is unknown and unpredictable  and Optionee may forfeit the Option if Optionee’s Termination of Employment occurs prior to  vesting.  In addition, Optionee understand that this Option would not be made but for the  assumptions and conditions referred to above; thus, Optionee understands, acknowledge and freely  accept that should any or all of the assumptions be mistaken or should any of the conditions not  be met for any reason, then this Option shall be null and void.     Notifications    Exchange Control Information.  The acquisition, ownership and sale of Shares under the Plan  must be declared for statistical purposes to the Spanish Dirección General de Comercio e  Inversiones (the “DGCI”), the Bureau for Commerce and Investments, which is a department of  the Ministry of Industry, Tourism and Commerce.  Generally, the declaration must be made in  January for Shares owned as of December 31 of the prior year and/or Shares acquired or disposed  of during the prior year; however, if the value of Shares acquired or disposed of or the amount of  the sale proceeds exceeds €1,502,530 (or if Optionee holds 10% or more of the share capital of the  Company), the declaration must be filed within one month of the acquisition or disposition, as  applicable.    In addition, Optionee may be required to electronically declare to the Bank of Spain any foreign  accounts (including brokerage accounts held abroad), any foreign instruments (including Shares  acquired under the Plan), and any transactions with non-Spanish residents (including any payments  of Shares made pursuant to the Plan), depending on the balances in such accounts together with  the value of such instruments as of December 31 of the relevant year, or the volume of transactions  with non-Spanish residents during the relevant year.    Foreign Asset/Account Reporting Information.  To the extent that Optionee holds rights or  assets (i.e., cash or Shares held in a bank or brokerage account) outside Spain with a value in  excess of €50,000 per type of right or asset (e.g., Shares, cash, etc.) as of December 31 each year,  Optionee is required to report information on such rights and assets on Optionee’s tax return for  





 






 32. 8-15-2022    such year. After such rights or assets are initially reported, the reporting obligation will only apply  for subsequent years if the value of any previously-reported rights or assets increases by more  than €20,000.  Optionee should consult with Optionee’s personal tax and legal advisors to ensure  that Optionee is properly complying with Optionee’s reporting obligations.    Securities Law Information.  No “offer of securities to the public,” as defined under Spanish law,  has taken place or will take place in the Spanish territory in connection with the grant of this  Option. The Agreement has not been nor will it be registered with the Comisión Nacional del  Mercado de Valores, and does not constitute a public offering prospectus.    SWEDEN    There are no country-specific provisions.    SWITZERLAND    Terms and Conditions    Grant of the Option.  The Option granted to a Swiss Optionee is a voluntary gratuity  (Gratifikation) as determined at the Company’s sole discretion which the Optionee has no  entitlement to and which does not constitute an entitlement of the Optionee for a grant of further  Options in the future.     Language Acknowledgement.  Optionee confirms having read and understood the documents  relating to the Plan, including the Option Agreement and all terms and conditions included therein,  which were provided in the English language only. Optionee confirms 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 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 this  Option (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.    UNITED KINGDOM    Terms and Conditions    Tax Obligations.  The following provision supplements Section 12 of the Agreement:  





 






 33. 8-15-2022      Without limitation to Section 12 of the Agreement, Optionee agrees that Optionee is liable for all  Tax-Related Items and hereby covenant to pay all such Tax-Related Items, as and when requested  by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any  other tax authority or any other relevant authority).  Optionee also agrees to indemnify and keep  indemnified the Company and the Employer against any Tax-Related Items that they are required  to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other  relevant authority) on Optionee’s behalf.      Notwithstanding the foregoing, if Optionee is a director or an executive officer of the Company  (within the meaning of such terms for purposes of Section 13(k) of the Exchange Act), Optionee  acknowledges that Optionee may not be able to indemnify the Company or the Employer for the  amount of any income tax not collected from or paid by Optionee, as it may be considered a loan.   In this case, the amount of any income tax not collected within 90 days of the end of the U.K. tax  year in which the event giving rise to the Tax-Related Item(s) occurs may constitute an additional  benefit to Optionee on which additional income tax and National Insurance contributions (“NICs”)  may be payable.  Optionee will be responsible for reporting and paying any income tax due on this  additional benefit directly to HMRC under the self-assessment regime and for reimbursing the  Company or the Employer (as appropriate) for the value of any employee NICs due on this  additional benefit, which the Company or the Employer may recover from Optionee by any of the  means referred to in the Plan or Section 12 of the Agreement.    NIC Joint Election.  As a condition of Optionee’s participation in the Plan and the vesting and  settlement of the Options or receipt of any benefit in connection with the Options, Optionee agrees  to accept any liability for secondary Class 1 NICs that may be payable by the Company or the  Employer (or any successor to the Company or the Employer) in connection with the Options and  any event giving rise to Tax-Related Items (the “Employer’s Liability”).  Without prejudice to the  foregoing, Optionee agrees to enter into the following joint election with the Company, the form  of such joint election being formally approved by HMRC (the “Joint Election”), and any other  required consent or elections.  Optionee further agrees to enter into such other Joint Elections as  may be required between Optionee and any successor to the Company and/or the Employer for the  purpose of continuing the effectiveness of the Joint Election.  Optionee further agrees that the  Company and/or the Employer may collect the Employer’s Liability from Optionee by any of the  means set forth in Section 12 of the Agreement.    If Optionee does not enter into the Joint Election prior to the vesting of the Options or any other  event giving rise to Tax-Related Items, Optionee will not be entitled to vest in the Options and  receive Shares (or receive any other benefit in connection with the Options) unless and until  Optionee enters into the Joint Election, and no Shares or other benefit will be issued to Optionee  under the Plan, without any liability to the Company, the Employer or any other service recipient.     





 






 34. 8-15-2022    Note to UK Optionees  in the Seagen Inc. Amended and Restated 2007 Equity Incentive Plan    Important Note on the Election to Transfer Employer NICs     If you are liable for National Insurance contributions (“NICs”) in the UK in connection with your  participation in the Seagen Inc. Amended and Restated 2007 Equity Incentive Plan (the "Plan")  and as a condition of your participation in the Plan, you are required to enter into an Election to  transfer to you any liability for employer’s NICs that may arise in connection with your  participation in the Plan.     By entering into the Election:   you agree that any employer’s NICs liability that may arise in connection with your  participation in the Plan will be transferred to you;    you authorise your Employer to recover an amount sufficient to cover this liability by such  methods including, but not limited to, deductions from your salary or other payments due  or the sale of sufficient shares acquired pursuant to your awards.    By signing this Election, you are agreeing to be bound by the terms of the Election.     Please read the Election carefully.     Please print and keep a copy of the Election for your records.    





 






 35. 8-15-2022    SEAGEN INC.  AMENDED AND RESTATED  2007 EQUITY INCENTIVE PLAN      Election To Transfer the Employer’s National Insurance Liability to the Employee    This Election is between:    A. The individual who has obtained authorised access to this Election (the “Employee”), who  is employed by one of the employing companies listed in the attached schedule (the  “Employer”) and who is eligible to receive stock options, restricted stock units and  performance-based restricted stock units (“Awards”) pursuant to the Seagen Inc. Amended  and Restated 2007 Equity Incentive Plan (the “Plan”), and    B. Seagen Inc., 21717 30th Dr SE, Bothell, Washington 98021 USA (the “Company”), which  may grant Awards under the Plan and is entering into this Election on behalf of the  Employer.    1. Introduction    1.1 This Election relates to all Awards granted to the Employee under the Plan on or after 1 January  2020 up to the termination date of the Plan.    1.2 In this Election the following words and phrases have the following meanings:    (a) “Chargeable Event” means any event giving rise to Relevant Employment Income.    (b) “ITEPA” means the Income Tax (Earnings and Pensions) Act 2003.    (c) “Relevant Employment Income” from Awards on which Employer’s National Insurance  Contributions become due is defined as:    (i) an amount that counts as employment income of the earner under section 426 ITEPA  (restricted securities: charge on certain post-acquisition events);    (ii) an amount that counts as employment income of the earner under section 438 of ITEPA  (convertible securities: charge on certain post-acquisition events); or    (iii)any gain that is treated as remuneration derived from the earner’s employment by virtue of  section 4(4)(a) SSCBA, including without limitation:    (A) the acquisition of securities pursuant to Awards (within the meaning of section  477(3)(a) of ITEPA);     





 






 36. 8-15-2022    (B) the assignment or release of the Awards in return for consideration (within the meaning  of section 477(3)(b) of ITEPA); and    (C) the receipt of a benefit in connection with the Awards other than a benefit within (i) or  (ii) above (within the meaning of section 477(3)(c) of ITEPA).    (d) “SSCBA” means the Social Security Contributions and Benefits Act 1992.    1.3 This Election relates to the employer’s secondary Class 1 National Insurance Contributions  (the “Employer’s Liability”) which may arise in respect of Relevant Employment Income in  respect of the Awards pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the  SSCBA.     1.4 This Election does not apply in relation to any liability, or any part of any liability, arising as  a result of regulations being given retrospective effect by virtue of section 4B(2) of either the  SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992.    1.5 This Election does not apply to the extent that it relates to relevant employment income which  is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA (employment  income: securities with artificially depressed market value).    2. The Election    The Employee and the Company jointly elect that the entire liability of the Employer to  pay the Employer’s Liability that arises on any Relevant Employment Income is hereby  transferred to the Employee.  The Employee understands that, by signing or electronically  accepting this Election, he or she will become personally liable for the Employer’s Liability  covered by this Election. This Election is made in accordance with paragraph 3B(1) of  Schedule 1 to SSCBA.    3. Payment of the Employer’s Liability    3.1 The Employee hereby authorises the Company and/or the Employer to collect the Employer’s  Liability in respect of any Relevant Employment Income from the Employee at any time after the  Chargeable Event:    (i) by deduction from salary or any other payment payable to the Employee at any time  on or after the date of the Chargeable Event; and/or     (ii) directly from the Employee by payment in cash or cleared funds; and/or    (iii) by arranging, on behalf of the Employee, for the sale of some of the securities which  the Employee is entitled to receive in respect of the Awards; and/or    (iv) by any other means specified in the applicable award agreement.    





 






 37. 8-15-2022    3.2 The Company hereby reserves for itself and the Employer the right to withhold the transfer of  any securities to the Employee in respect of the Awards until full payment of the Employer’s  Liability is received.     3.3 The Company agrees to procure the remittance by the Employer of the Employer’s Liability  to HM Revenue & Customs on behalf of the Employee within 14 days after the end of the UK tax  month during which the Chargeable Event occurs (or within 17 days after the end of the UK tax  month during which the Chargeable Event occurs, if payments are made electronically).    4. Duration of Election    4.1 The Employee and the Company agree to be bound by the terms of this Election regardless of  whether the Employee is transferred abroad or is not employed by the Employer on the date on  which the Employer’s Liability becomes due.    4.2 Any reference to the Company and/or the Employer shall include that entity’s successors in  title and assigns as permitted in accordance with the terms of the Plan and relevant award  agreement.  This Election will continue in effect in respect of any awards which replace the Awards  in circumstances where section 483 of ITEPA applies.    4.3 This Election will continue in effect until the earliest of the following:     (i)  the Employee and the Company agree in writing that it should cease to have effect;     (ii)  on the date the Company serves written notice on the Employee terminating its  effect;    (iii)  on the date HM Revenue & Customs withdraws approval of this Election; or     (iv)  after due payment of the Employer’s Liability in respect of the entirety of the  Awards to which this Election relates or could relate, such that the Election ceases  to have effect in accordance with its terms.    Acceptance by the Employee    The Employee acknowledges that, by clicking on the “ACCEPT” box in the E*TRADE online  acceptance screen, or by signing the Election, the Employee agrees to be bound by the terms of  this Election.    Signature of Participant           Printed Name                Date                    





 






 38. 8-15-2022    Options subject to this Election  Option Date Option No.               Acceptance by the Company     The Company acknowledges that, by signing this Election or arranging for the scanned signature  of an authorised representative to appear on this Election, the Company agrees to be bound by the  terms of this Election.          Signature for and on behalf of the Company           Position      _______           





 






 39. 8-15-2022    SCHEDULE OF EMPLOYER COMPANIES    The following are employer companies to which this Election may apply:    For each company, provide the following details:    Name of Company: Seattle Genetics UK Limited  Registered Office: 11-12 St. James's Square London SW1Y 4LB  Company Registration  Number:  06321958  Corporation Tax District:   Corporation Tax Reference: 623 73208 17853 A  PAYE Reference: 120/EE19799