[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Exhibit 10.37

THIS
AGREEMENT is made this 27th day of December, 2004 between:

WHEREAS

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NOW
IT IS HEREBY AGREED AS FOLLOWS:

1.     Definitions:



Affiliate

any corporation, association or other business entity which directly or indirectly controls, is controlled by or is under common control with Avecia or Corgentech.Background Intellectual Property

any Intellectual Property owned by or in the possession of a party (and to which that party has the necessary rights) at the date of this Agreement or Intellectual Property developed independently of the Programme by any employee of that party
without reference to any of the Confidential Information disclosed by the other party, provided that, Confidential Information and Intellectual Property disclosed to Avecia or licensed by Corgentech to Avecia[*]Avecia Background Intellectual Property for purposes of this Agreement and Confidential Information and Intellectual Property disclosed to Corgentech or licensed by Avecia to Corgentech[*]Corgentech Background Intellectual Property for purposes of this Agreement.Commencement Date

27 December 2004Completion

completion of the Programme as defined in Section 2.2(d).Confidential Information

any technical and commercial information relating to the Products or the Programme and any other information of a confidential nature disclosed (whether disclosed in writing, verbally, by way of sample or by any other means and whether directly or
indirectly) by either party ("the Disclosing Party") to the other ("the Receiving Party") and whether before, on or after the Commencement Date, including and without limitation, any information relating to the Disclosing Party's business
affairs.[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


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Force Majeure

any cause beyond the reasonable control of the party in question which for the avoidance of doubt and without prejudice to the generality of the foregoing shall include governmental actions, war, riots, terrorism, fire, flood, but shall not include
failure of the Product in clinical trials or failure of the Product to gain regulatory approval.GMP

current good manufacturing practice and standards as provided for (and as amended from time to time) in European Community Directive 91/356/EEC (Principles and guidelines of good manufacturing practice for medicinal products) and in the Current Good
Manufacturing Practice Regulations to the US Code of Federal Regulations Title 21 (21 CFR 210 and 21 CFR 211) in relation to the production of pharmaceutical intermediates and active pharmaceutical ingredients, as interpreted by ICH Harmonised
Tripartite Guideline, Good Manufacturing Practice Guide for Active Pharmaceutical Ingredients, Q7A.Intellectual Property

all know-how, inventions, discoveries, devices, data, patents, designs, copyrights, or other industrial or intellectual property and all applications therefor.Joint Inventions

New Intellectual Property invented jointly by the parties.New Intellectual Property

Intellectual Property arising during and as a direct result of the parties carrying out the Programme.Product

the single strand intermediates and/or hybridized duplex products set forth in Part A of Schedule 1, and "the Products" shall mean any or all of them together.Programme

the programme of work to be carried out under this Agreement described in Part B of Schedule 1 (including the Specifications), or as may be amended from time to time in writing signed by each of the parties.Programme Amendment Order

means a document detailing changes to the Programme agreed and signed by both parties.Specification

the specification for each of the Products more particularly described in Part B of Schedule 1.[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


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Technology Transfer

the documentation by Avecia of the manufacture of the Products, and the transfer of production from Avecia's Grangemouth facility pursuant to Section 2.4.Third Party

any person or entity other than Avecia or Corgentech or their respective Affiliates.




2.     Performance of the Programme



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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3.     Payments





Installment

Amount (U.S.$)

Activity

Payment
Date1

[*]

Programme commencement and[*]as set forth in Schedule 1

[*]2

[*]

[*]as set forth in Schedule 1

[*]3

[*]

[*]as set forth in Schedule 1

[*]


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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4.     Delivery of Product



5.     Intellectual Property



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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6.     Warranties, Liability and Indemnity





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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7.     Confidentiality



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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8.     Duration and Termination



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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9.     Consequences of Termination



10.   Independent Contractor



11.   Entire Agreement



12.   Announcements and Publicity



13.   Assignment



14.   Variation



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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15.   Illegality



16.   Waiver



17.   Notices and Communications



18.   Force Majeure



19.   Law and Jurisdiction



IN
WITNESS WHEREOF, the authorised representatives of the parties have executed this Agreement on the date written at the top of this Agreement.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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|                                    |  |                                    |  |           |  |                 
|----------------------------------- |  | ---------------------------------- |  | --------- |  | ----------------
|For and on behalf ofCORGENTECH INC. |  | For and on behalf ofAVECIA LIMITED
|Signature                           |  | /s/J. X. REGAN                     |  | Signature |  | /s/KEVIN COX    
|Name                                |  | J.X. Regan                         |  | Name      |  | Kevin Cox       
|Position                            |  | VP Manufacturing                   |  | Position  |  | VP Biotechnology

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Schedule 1

PART ATHE PRODUCTS

E2F
single strand intermediates
NFkB single strand intermediates and hybridized duplex products
HIF-1 alpha single strand intermediates

PART BTHE PROGRAMME

(Attached)

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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1.     Request for Proposal

Corgentech have requested that Avecia provide a proposal for the supply of[*]. The
product is to be suitable for use in[*].

2.     Project Scope

2.1   Product Description



2.2   Product Specification



2.3   Project Structure

[*]

3.     Project Assumptions

AssumptionsPricing

[*][*]Material Use

[*]Timelines

[*][*]Shipping terms

[*]Stability

[*]


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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4.     Facilities

Avecia will use the Manufacturing Facility at Grangemouth Scotland.

5.     Compliance



6.     Raw Materials



7.     Financial Summary



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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8.     Milestone Payments

Proposed Milestone

Estimated Timing

Payment[*]

[*]

[*][*]

[*]

[*]Total

[*]


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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Schedule 2

AVECIA's COSTS

(ATTACHED)

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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