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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934For the
quarterly period ended September 30, 2008oro
    
    TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934For the
transition period from

to
 Commission File Number: 001-33054
 TRUBION PHARMACEUTICALS, INC.
 (Exact name of registrant as specified in its charter)
 DELAWARE
    
    52-2385898(State or other jurisdiction of incorporation or organization)
    
    (IRS Employer Identification No.)
 2401 FOURTH AVENUE, SUITE 1050SEATTLE, WASHINGTON
    
    98121(Address of registrants principal executive offices)
    
    (Zip Code)
 (206) 838-0500
(Telephone number, including area code)
 N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ




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##### 



TRUBION PHARMACEUTICALS, INC.
 INDEX
 PAGE NO.PART I. FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Balance Sheets as of September 30, 2008 and December 31, 2007
    
    
    3Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007
    
    
    4Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007
    
    
    5Notes to Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    20PART II. OTHER INFORMATION
    
    
    20Item 1.
    
    Legal Proceedings
    
    
    20Item 1A.
    
    Risk Factors
    
    
    20Item 6.
    
    Exhibits
    
    
    34SIGNATURES
    
    
    35EXHIBIT INDEXEX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 TRUBION PHARMACEUTICALS, INC.
 
 BALANCE SHEETS
 (In thousands, except share and par value)
 September 30, 2008
    
    
    December 31, 2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    34,749
    
    
    $
    41,827Investments
    
    
    26,804
    
    
    
    36,688Receivable from collaboration
    
    
    2,598
    
    
    
    4,237Prepaid expenses
    
    
    980
    
    
    
    1,224Total current assets
    
    
    65,131
    
    
    
    83,976Property and equipment, net
    
    
    9,831
    
    
    
    11,163Other assets
    
    
    15
    
    
    
    35Total assets
    
    $
    74,977
    
    
    $
    95,174LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    608
    
    
    $
    1,031Accrued liabilities
    
    
    4,770
    
    
    
    3,337Accrued compensation
    
    
    1,686
    
    
    
    2,022Current portion of notes payable
    
    
    1,354
    
    
    
    2,426Current portion of deferred rent
    
    
    180
    
    
    
    180Current portion of deferred revenue
    
    
    4,874
    
    
    
    5,848Total current liabilities
    
    
    13,472
    
    
    
    14,844Non-current portion of notes payable
    
    
    8,572
    
    
    
    7,567Non-current portion of deferred rent
    
    
    180
    
    
    
    315Non-current portion of deferred revenue
    
    
    15,838
    
    
    
    19,006Interest rate swap liability
    
    
    
    
    
    
    129Commitments and contingenciesStockholders equity:Preferred
stock, $0.001 par value per share; shares authorized 
    
    
    
    
    
    
    5,000,000 at
September 30, 2008 and December 31, 2007;
issued and outstanding  none at
September 30, 2008 and December 31, 2007Common
stock, $0.001 par value per share; shares authorized 
    
    
    18
    
    
    
    18150,000,000 at
September 30, 2008 and December 31, 2007;
issued and outstanding  17,864,910 at
September 30, 2008 and 17,792,170 at
December 31, 2007Additional paid-in capital
    
    
    123,006
    
    
    
    120,471Deferred stock-based compensation
    
    
    (41
    )
    
    
    (294
    )Accumulated other comprehensive income
    
    
    24
    
    
    
    28Accumulated deficit
    
    
    (86,092
    )
    
    
    (66,910
    )Total stockholders equity
    
    
    36,915
    
    
    
    53,313Total liabilities and stockholders equity
    
    $
    74,977
    
    
    $
    95,174
  3




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TRUBION PHARMACEUTICALS, INC.
 
 STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
(unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue:Collaboration revenue
    
    $
    3,766
    
    
    $
    4,635
    
    
    $
    12,197
    
    
    $
    14,450Operating expenses:Research and development
    
    
    7,397
    
    
    
    8,877
    
    
    
    23,302
    
    
    
    28,201General and administrative
    
    
    2,987
    
    
    
    2,578
    
    
    
    8,985
    
    
    
    7,652Total operating expenses
    
    
    10,384
    
    
    
    11,455
    
    
    
    32,287
    
    
    
    35,853Loss from operations
    
    
    (6,618
    )
    
    
    (6,820
    )
    
    
    (20,090
    )
    
    
    (21,403
    )Interest income
    
    
    370
    
    
    
    1,120
    
    
    
    1,585
    
    
    
    3,582Interest expense
    
    
    (334
    )
    
    
    (213
    )
    
    
    (677
    )
    
    
    (566
    )Net loss
    
    $
    (6,582
    )
    
    $
    (5,913
    )
    
    $
    (19,182
    )
    
    $
    (18,387
    )Basic and diluted net loss per share
    
    $
    (0.37
    )
    
    $
    (0.33
    )
    
    $
    (1.07
    )
    
    $
    (1.04
    )Shares used in computation of
basic and diluted net loss per
share
    
    
    17,859
    
    
    
    17,758
    
    
    
    17,847
    
    
    
    17,654
  4




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TRUBION PHARMACEUTICALS, INC.
 
 STATEMENTS OF CASH FLOWS
 (In thousands)
(unaudited)
 Nine Months EndedSeptember 30,2008
    
    
    2007Operating activities:Net loss
    
    $
    (19,182
    )
    
    $
    (18,387
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization expense
    
    
    2,438
    
    
    
    2,171Net amortization of premium (discount) on investments
    
    
    62
    
    
    
    (80
    )Non-cash stock-based compensation expense
    
    
    2,705
    
    
    
    2,700Amortization of debt discount
    
    
    31
    
    
    
    17Changes in operating assets and liabilities:Receivable from collaboration
    
    
    1,639
    
    
    
    1,182Prepaid expenses and other assets
    
    
    264
    
    
    
    65Accounts payable
    
    
    (423
    )
    
    
    (1,110
    )Accrued liabilities and compensation
    
    
    1,097
    
    
    
    (627
    )Deferred revenue
    
    
    (4,142
    )
    
    
    (5,462
    )Deferred rent
    
    
    (135
    )
    
    
    (135
    )Net cash used in operating activities
    
    
    (15,646
    )
    
    
    (19,666
    )Investing activities:Purchases of property and equipment
    
    
    (1,106
    )
    
    
    (3,013
    )Purchases of investments
    
    
    (57,036
    )
    
    
    (59,066
    )Sale of investments
    
    
    20,263
    
    
    
    Maturities of investments
    
    
    46,461
    
    
    
    67,822Net cash provided by investing activities
    
    
    8,582
    
    
    
    5,743Financing activities:Proceeds from issuance of notes payable
    
    
    10,000
    
    
    
    3,515Payments on notes payable
    
    
    (10,098
    )
    
    
    (618
    )Proceeds from exercise of stock options
    
    
    84
    
    
    
    447Net cash (used in) provided by financing activities
    
    
    (14
    )
    
    
    3,344Net decrease in cash and cash equivalents
    
    
    (7,078
    )
    
    
    (10,579
    )Cash and cash equivalents at beginning of period
    
    
    41,827
    
    
    
    56,414Cash and cash equivalents at end of period
    
    $
    34,749
    
    
    $
    45,835Supplemental disclosure information:Cash paid for interest
    
    $
    663
    
    
    $
    521
  5




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TRUBION PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
 1. Summary of Significant Accounting Policies
 Basis of Presentation
   Use of Estimates
  Reclassifications
  Recently Adopted Accounting Pronouncements
 Fair Value Measurements,
 The Fair Value Option for Financial Assets and
Financial Liabilities,
 6




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Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in
Future Research and Development Activities
 Recent Accounting Pronouncements
 Accounting for
Collaborative Arrangements Related to the Development and Commercialization of Intellectual
Property,
 2. Fair Value Measurements
  Level 1
    
    
    
    Observable inputs for identical assets or liabilities such as
quoted prices in active markets;
 Level 2
    
    
    
    Inputs other than quoted prices in active markets that are either
directly or indirectly observable; and
 Level 3
    
    
    
    Unobservable inputs in which little or no market data exists,
which are therefore developed by us using estimates and assumptions that reflect
those that a market participant would use.
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalMoney market funds
    
    $
    29,064
    
    
    $
    
    
    
    $
    
    
    
    $
    29,064Government and agency debt securities
    
    
    
    
    
    
    14,630
    
    
    
    
    
    
    
    14,630Corporate debt securities
    
    
    
    
    
    
    17,667
    
    
    
    
    
    
    
    17,667Total
    
    $
    29,064
    
    
    $
    32,297
    
    
    $
    
    
    
    $
    61,361
   7




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3. Stock-based Compensation
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Research and development
    
    $
    285
    
    
    $
    362
    
    
    $
    1,009
    
    
    $
    1,222General and administrative
    
    
    475
    
    
    
    632
    
    
    
    1,696
    
    
    
    1,478$
    760
    
    
    $
    994
    
    
    $
    2,705
    
    
    $
    2,700
 4. Net Loss Per Share
  As of September 30,2008
    
    
    2007Stock options
    
    
    2,129
    
    
    
    1,561
 5. Collaboration Agreement
   8




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6. Property and Equipment
  September 30,
    
    
    December 31,2008
    
    
    2007Lab equipment
    
    $
    10,272
    
    
    $
    8,874Leasehold improvements
    
    
    6,611
    
    
    
    6,528Computer equipment and software
    
    
    1,135
    
    
    
    990Furniture and fixtures
    
    
    447
    
    
    
    447Construction in progress
    
    
    115
    
    
    
    63818,580
    
    
    
    17,477Accumulated depreciation and amortization
    
    
    (8,749
    )
    
    
    (6,314
    )$
    9,831
    
    
    $
    11,163
 7. Accrued Liabilities
  September 30,
    
    
    December 31,2008
    
    
    2007Accrued clinical trials
    
    $
    2,729
    
    
    $
    1,553Accrued professional fees
    
    
    1,014
    
    
    
    941Other
    
    
    1,027
    
    
    
    843$
    4,770
    
    
    $
    3,337
 8. Comprehensive Income (Loss)
  9




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Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net loss
    
    $
    (6,582
    )
    
    $
    (5,913
    )
    
    $
    (19,182
    )
    
    $
    (18,387
    )Change in net unrealized gains (losses) on
    
    
    8
    
    
    
    33
    
    
    
    (133
    )
    
    
    53securities available-for-saleChange in net unrealized gains on cash flow hedges
    
    
    156
    
    
    
    
    
    
    
    129
    
    
    
    Comprehensive loss
    
    $
    (6,418
    )
    
    $
    (5,880
    )
    
    $
    (19,186
    )
    
    $
    (18,334
    )
 9. Notes Payable  Equipment Financing Arrangements
   Payments Due by PeriodContractual Obligations
    
    Total
    
    
    1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    ThereafterNotes payable (including interest)
    
    $
    11,711
    
    
    $
    1,744
    
    
    $
    3,487
    
    
    $
    6,480
    
    
    $
    
 10. Commitments
  10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 This quarterly report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which are subject to the safe harbor created by those sections.
Forward-looking statements are based on our managements beliefs and assumptions and on information
currently available to them. In some cases you can identify forward-looking statements by terms
such as may, will, should, could, would, expect, plans, anticipates, believes,
estimates, projects, predicts, and potential, and similar expressions intended to identify
forward-looking statements. Examples of these statements include, but are not limited to,
statements regarding: the implications of interim or final results of our clinical trials, the
progress of our research programs, including clinical testing, the extent to which our issued and
pending patents may protect our products and technology, our ability to identify new product
candidates, the potential of such product candidates to lead to the development of commercial
products, our anticipated timing for initiation or completion of our clinical trials for any of our
product candidates, our future operating expenses, our future losses, our future expenditures for
research and development, and the sufficiency of our cash resources. Our actual results could
differ materially from those anticipated in these forward-looking statements for many reasons,
including the risks faced by us and described in Part II, Item 1A of this quarterly report on Form
10-Q and our other filings with the Securities and Exchange Commission, or SEC. You should not
place undue reliance on these forward-looking statements, which apply only as of the date of this
quarterly report on Form 10-Q . You should read this quarterly report on Form 10-Q completely and
with the understanding that our actual future results may be materially different from what we
expect. Except as required by law, we assume no obligation to update these forward-looking
statements, whether as a result of new information, future events, or otherwise.
 The following discussion and analysis should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I, Item 1 of this quarterly report on Form
10-Q.
 Overview
 tm
     11




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12




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Critical Accounting Policies and Significant Judgments and Estimates
   Revenue Recognition
  Up-Front Fees and License Fees:
 Collaborative Research Funding:
 Milestones:
 13




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Royalties:
 Preclinical Study, Clinical Trial, and Manufacturing Accruals
  
    
    fees paid to contract research organizations in connection with preclinical studies;
 
    
    fees paid to clinical research organizations and other clinical sites in connection
with clinical trials; and
 
    
    fees paid to contract manufacturers in connection with the production of components and
drug materials for preclinical studies and clinical trials.
  Stock-Based Compensation
 Share-Based Payment
  Nine months endedSeptember 30,2008
    
    
    2007Risk-free interest rate
    
    
    2.80%-3.40
    %
    
    
    4.42%-4.78
    %Weighted-average expected life (in years)
    
    
    6.04
    
    
    
    6.14Expected dividend yield
    
    
    0
    %
    
    
    0
    %Expected volatility rate
    
    
    70%-74
    %
    
    
    75
    %Weighted-average estimated fair value of
employee options
    
    $
    5.29
    
    
    $
    12.95
 14




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Results of Operations for the Three Months and Nine Months Ended September 30, 2008 and 2007
 Revenue
  Research and Development Expenses
   15




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Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Research and preclinical programs
    
    $
    4,916
    
    
    $
    4,974
    
    
    $
    15,408
    
    
    $
    16,637Clinical development programs
    
    
    2,481
    
    
    
    3,903
    
    
    
    7,894
    
    
    
    11,564Total research and development
    
    $
    7,397
    
    
    $
    8,877
    
    
    $
    23,302
    
    
    $
    28,201
    General and Administrative Expenses
  Net Interest Income
  16




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Liquidity and Capital Resources
   Operating Activities:
 Investing Activities:
 Financing Activities:
   17




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
    
    the terms and timing of any additional collaborative or licensing agreements that we may
establish;
    
    milestone payments projected to be received under the Wyeth collaboration agreement;
    
    the scope, rate of progress, results and costs of our preclinical testing, clinical
trials, and other research and development activities;
    
    the number of programs we pursue;
    
    the cost of preparing, filing, prosecuting, defending, and enforcing any patent claims
and other intellectual property rights;
    
    the hiring of new employees being at salary levels consistent with our estimates to
support our operations during this period;
    
    the cost of establishing clinical and commercial supplies of our product candidates;
    
    the cost, timing, and outcomes of regulatory approvals; and
    
    the extent to which we acquire or invest in businesses, products, or technologies.
   18




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Payments Due by PeriodContractual Obligations
    
    Total
    
    
    1 Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    ThereafterNotes payable (including interest)
    
    $
    11,711
    
    
    $
    1,744
    
    
    $
    3,487
    
    
    $
    6,480
    
    
    $
    Manufacturing commitment
    
    
    2,100
    
    
    
    2,100
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    13,811
    
    
    $
    3,844
    
    
    $
    3,487
    
    
    $
    6,480
    
    
    $
    
 19




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of disclosure controls and procedures.
 Changes in internal control over financial reporting.
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 1A. Risk Factors
  Risks Related to Our Business
 20




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Our success depends on the success of our lead product candidate, TRU-015, and we cannot be
certain that it will be safe or effective, complete clinical trials, receive regulatory approval,
or be successfully commercialized.
  We depend on our collaborative relationship with Wyeth to develop, manufacture, and commercialize
our lead product candidate, TRU-015, and other selected product candidates.
     21




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If we fail to obtain the capital necessary to fund our operations, we may be unable to develop
our product candidates and we could be forced to share our rights to these product candidates
with third parties on terms that may not be favorable to us.
   We cannot assure you any of our product candidates will be safe or effective, or receive
regulatory approval.
  22




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We have incurred operating losses in each year since our inception and expect to continue to
incur substantial and increasing losses for the foreseeable future.
  Any failure or delay in commencing or completing clinical trials for product candidates could
severely harm our business.
  
    
    our or our collaborators ability to obtain regulatory approval to commence a clinical
trial;
    
    our or our collaborators ability to manufacture or obtain from third parties materials
sufficient for use in preclinical studies and clinical trials;
    
    delays in patient enrollment and variability in the number and types of patients
available for clinical trials;
    
    poor effectiveness of product candidates during clinical trials;
    
    unforeseen safety issues or side effects;
    
    governmental or regulatory delays related to clinical trials, including trial design,
results, and materials supply;
    
    changes in regulatory requirements, policy, and guidelines; and
    
    varying interpretation of data by us, any or all of our collaborators, the FDA, and
similar foreign regulatory agencies.
  23




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We currently rely on third-party manufacturers to supply our product candidates and will rely on
third-party manufacturers to manufacture our product candidates in commercial quantities, which
could delay or prevent the clinical development and commercialization of our product candidates.
    If our SMIP tm technology or our product candidates, including TRU-015,
conflict with the rights of others we may not be able to manufacture or market our product
candidates, which could have a material adverse effect on us and on our collaboration agreement
with Wyeth.
   24




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If we are unable to obtain, maintain, and enforce our proprietary rights, we may not be able to
compete effectively or operate profitably.
  
    
    obtain and maintain patent and other proprietary protection for our technology,
processes, and product candidates;
    
    enforce patents once issued and defend those patents if their enforceability is
challenged;
    
    preserve trade secrets; and
    
    operate without infringing the patents and proprietary rights of third parties.The degree of future protection for our proprietary rights is uncertain. For example:
    
    we might not have been the first to make the inventions claimed in our patents, if
issued, or disclosed in our pending patent applications;
    
    we might not have been the first to file patent applications for these inventions;
    
    others may independently develop similar or alternative technologies or duplicate any of
our technologies;
 
 25




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
    
    it is possible that none of our pending patent applications will result in issued patents
or, if issued, these patents may not be sufficient to protect our technology or provide us
with a basis for commercially viable products, and may not provide us with any competitive
advantages;
    
    if our pending applications issue as patents, they may be challenged by third parties as
not infringed, invalid, or unenforceable under U.S. or foreign laws;
    
    if issued, the patents under which we hold rights may not be valid or enforceable; or
    
    we may develop additional proprietary technologies that are not patentable and that may
not be adequately protected through trade secrets, if, for example, a competitor were to
independently develop duplicative, similar, or alternative technologies.
     We rely on third parties to conduct our clinical trials. If these third parties do not perform as
contractually required or otherwise expected, we may not be able to obtain regulatory approval
for or commercialize our product candidates.
  26




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If we enter into additional strategic partnerships, such as our relationship with Wyeth, we may
be required to relinquish important rights to and control over the development of our product
candidates or otherwise be subject to terms unfavorable to us.
  
    
    we may not be able to control the amount and timing of resources that our strategic
partners devote to the development or commercialization of product candidates;
    
    strategic partners may delay clinical trials, design clinical trials in a manner with
which we do not agree, provide insufficient funding, terminate a clinical trial or abandon a
product candidate, repeat or conduct new clinical trials, or require a new version of a
product candidate for clinical testing;
    
    strategic partners may not pursue further development and commercialization of products
resulting from the strategic partnering arrangement or may elect to discontinue research and
development programs;
    
    strategic partners may not commit adequate resources to the marketing and distribution of
any future products, limiting our potential revenues from these products;
    
    disputes may arise between us and our strategic partners that result in the delay or
termination of the research, development, or commercialization of our product candidates or
that result in costly litigation or arbitration that diverts managements attention and
consumes resources;
    
    strategic partners may experience financial difficulties;
    
    strategic partners may not properly maintain or defend our intellectual property rights
or may use our proprietary information in a manner that could jeopardize or invalidate our
proprietary information or expose us to potential litigation;
    
    business combinations or significant changes in a strategic partners business strategy
may also adversely affect a strategic partners willingness or ability to complete its
obligations under any arrangement;
    
    strategic partners could independently move forward with a competing product candidate
developed either independently or in collaboration with others, including our competitors;
and
    
    strategic partners could terminate the arrangement or allow it to expire, which would
delay the development and may increase the cost of developing our product candidates.
 Our relationship with Wyeth may have a negative effect on our ability to enter into beneficial
relationships with third parties.
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We could be required to pay significant cancellation fees for reserved manufacturing capacity
under our manufacturing agreement with Lonza.
  Even if our product candidates receive regulatory approval, they could be subject to restrictions
or withdrawal from the market and we may be subject to penalties if we fail to comply with
regulatory requirements or if we experience unanticipated problems with our products.
  
    
    restrictions on the products or manufacturing processes;
    
    withdrawal of the products from the market;
    
    voluntary or mandatory recalls;
    
    fines;
    
    suspension of regulatory approvals;
    
    product seizures; or
    
    injunctions or the imposition of civil or criminal penalties.
  Our product candidates may never achieve market acceptance even if we obtain regulatory
approvals.
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
    
    our ability to provide acceptable evidence of safety and efficacy;
    
    the prevalence and severity of adverse side effects;
    
    availability, relative cost, and relative efficacy of alternative and competing
treatments;
    
    the effectiveness of our marketing and distribution strategy;
    
    publicity concerning our products or competing products and treatments; and
    
    our ability to obtain sufficient third-party insurance coverage or reimbursement.
  We face substantial competition, which may result in others discovering, developing, or
commercializing products before, or more successfully than, we do.
  Product Candidates for Autoimmune and Inflammatory Diseases. ® ® ® ® ®
 Product Candidates for B-cell Malignancies. ® ® ® ® ®
  
    
    design and develop products that are superior to other products in the market;
    
    attract and retain qualified scientific, medical, product development, commercial, and
sales and marketing personnel;
    
    obtain patent and/or other proprietary protection for our processes, product candidates,
and technologies;
    
    operate without infringing the patents and proprietary rights of third parties;
    
    obtain required regulatory approvals; and
    
    successfully collaborate with others in the design, development, and commercialization of
new products.
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Failure to obtain regulatory approval in foreign jurisdictions would prevent us from marketing
our products internationally.
  We may incur substantial costs as a result of litigation or other proceedings relating to patent
and other intellectual property rights.
  If any products we develop become subject to unfavorable pricing regulations, third-party
reimbursement practices, or healthcare reform initiatives, our business could be harmed.
  We face potential product liability exposure, and if successful claims are brought against us, we
may incur substantial liability for a product candidate and may have to limit its
commercialization.
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
    
    decreased demand for our product candidates;
    
    impairment of our business reputation;
    
    withdrawal of clinical trial participants;
    
    costs of related litigation;
    
    substantial monetary awards to patients or other claimants;
    
    loss of revenues; and
    
    the inability to commercialize our product candidates.
  If we are unable to establish a sales and marketing infrastructure or enter into collaborations
with partners to perform these functions, we will not be able to commercialize our product
candidates.
  
    
    our inability to recruit and retain adequate numbers of effective sales and marketing
personnel;
    
    the inability of sales personnel to obtain access to or persuade adequate numbers of
physicians to prescribe our products;
    
    the lack of complementary products to be offered by sales personnel, which may put us at
a competitive disadvantage relative to companies with more extensive product lines; and
    
    unforeseen costs and expenses associated with creating a sales and marketing
organization.
  We rely on highly skilled personnel, and if we are unable to retain or motivate key personnel or
hire qualified personnel, we may not be able to maintain our operations or grow effectively.
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We may fail to select or capitalize on the most scientifically, clinically, or commercially
promising or profitable product candidates.
  If we use biological and hazardous materials in a manner that causes contamination or injury or
violates laws, we may be liable for damages.
  Risks Related to Our Common Stock
 The trading price of our common stock may be subject to significant fluctuations and volatility,
and our stockholders may be unable to resell their shares at a profit.
  
    
    low trading volumes;
    
    our ability to develop and market new and enhanced product candidates on a timely basis;
    
    announcements by us or our collaborators or competitors of new commercial products,
clinical progress or the lack thereof, changes in or terminations of relationships,
significant contracts, commercial relationships, or capital commitments;
    
    commencement of, or our involvement in, litigation;
    
    changes in earnings estimates or recommendations by securities analysts;
    
    changes in governmental regulations or in the status of our regulatory approvals;
    
    any major change in our board or management;
 
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
    
    quarterly variations in our operating results or those of our collaborators or
competitors;
    
    general economic conditions and slow or negative growth of our markets; and
    
    political instability, natural disasters, war, and/or events of terrorism.
  If securities analysts do not publish research or reports about our business, or if they
downgrade our stock, the price of our stock could decline.
  The concentration of our capital stock ownership with insiders will likely limit your ability to
influence corporate matters.
  Anti-takeover provisions in our charter documents and under Delaware law could make an
acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent
attempts by our stockholders to replace or remove our current management.
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ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation (Exhibit 3.1)(A)3.2
    
    Amended and Restated Bylaws (Exhibit 3.2)(A)3.3
    
    Amendment to Amended and Restated Bylaws (Exhibit 3.1)(B)4.1
    
    Form of common stock certificate (Exhibit 4.1)(C)4.2
    
    Amended and Restated Investor Rights Agreement, dated July 13, 2004 (Exhibit 4.2)(A)4.3
    
    Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated December 19, 2005
(Exhibit 4.3)(A)10.1
    
    Loan and Security Agreement, dated as of July 25, 2008, between Trubion Pharmaceuticals, Inc. and
Silicon Valley Bank (Exhibit 99.1)(D)31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C § 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 (A)
    
    Incorporated by reference to the designated exhibit to the registrants Registration
Statement on Form S-1 filed with the SEC on June 2, 2006 (File No. 333-134709).(B)
    
    Incorporated by reference to the designated exhibit to the registrants Current Report on
Form 8-K filed with the SEC on April 4, 2007 (File No. 001-33054).(C)
    
    Incorporated by reference to the designated exhibit to the registrants Registration
Statement on Form S-1 filed with the SEC on October 2, 2006 (File No. 333-134709).(D)
    
    Incorporated by reference to the designated exhibit to the registrants Current Report on
Form 8-K filed with the SEC on August 19, 2008 (File No. 001-33054).*
    
    Filed herewith. 34




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SIGNATURES
   TRUBION PHARMACEUTICALS, INC.By:
    /s/ Michelle G. BurrisMichelle G. BurrisSenior Vice President and Chief Financial Officer(Principal Accounting and Financial Officer) 35




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##### Table of Contents



ExhibitNumber
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation (Exhibit 3.1)(A)3.2
    
    Amended and Restated Bylaws (Exhibit 3.2)(A)3.3
    
    Amendment to Amended and Restated Bylaws (Exhibit 3.1)(B)4.1
    
    Form of common stock certificate (Exhibit 4.1)(C)4.2
    
    Amended and Restated Investor Rights Agreement, dated July 13, 2004 (Exhibit 4.2)(A)4.3
    
    Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated December 19, 2005
(Exhibit 4.3)(A)10.1
    
    Loan and Security Agreement, dated as of July 25, 2008, between Trubion Pharmaceuticals, Inc. and
Silicon Valley Bank (Exhibit 99.1)(D)31.1*
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C § 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 (A)
    
    Incorporated by reference to the designated exhibit to the registrants Registration
Statement on Form S-1 filed with the SEC on June 2, 2006 (File No. 333-134709).(B)
    
    Incorporated by reference to the designated exhibit to the registrants Current Report on
Form 8-K filed with the SEC on April 4, 2007 (File No. 001-33054).(C)
    
    Incorporated by reference to the designated exhibit to the registrants Registration
Statement on Form S-1 filed with the SEC on October 2, 2006 (File No. 333-134709).(D)
    
    Incorporated by reference to the designated exhibit to the registrants Current Report on
Form 8-K filed with the SEC on August 19, 2008 (File No. 001-33054).*
    
    Filed herewith. 36