exv10w1






Exhibit 10.1





	*	 	Confidential Treatment has been
requested for the marked portions
of this exhibit pursuant to Rule
24B-2 of the Securities Exchange
Act of 1934, as amended.





THIRD AMENDMENT




between



TRUBION PHARMACEUTICALS, INC.



and



LONZA SALES AG

(successor in interest to Lonza Biologics, Inc., by way of novation)



to



MANUFACTURING SERVICES AGREEMENT

dated November 21, 2005



 









 





THIRD AMENDMENT TO MANUFACTURING SERVICES AGREEMENT



THIS THIRD AMENDMENT TO MANUFACTURING SERVICES AGREEMENT (“Third Amendment”) is made effective as
of January 31, 2010 (the “Effective Date”) and is made between





	(1)	 	Trubion Pharmaceuticals, Inc. (“Trubion”) and
	 
	(2)	 	Lonza Sales AG (“Lonza Sales”)




in order to amend that certain Manufacturing Services Agreement dated as of November 21, 2005,
between Trubion and Lonza Biologics, Inc. (as novated, and as amended by letter agreements dated
January 17, 2007, July 27, 2007 and 20 November 2009, and as further amended by the Amendments to
Manufacturing Services Agreement between Trubion and Lonza Sales dated December 5, 2008 and 31
March 2009, the “MSA”).



NOW, THEREFORE, the parties agree that, with respect to TRU-016, but not with respect to TRU-015,
the MSA is amended as follows:



1. The parties hereby confirm that the MSA is amended in accordance with the letter agreement
between Trubion and Lonza Sales dated November 20, 2009, under which Lonza Sales agreed to
manufacture one Run of TRU-016, with an out-of-freeze date of February 22, 2010 (the “February
2010 TRU-016 Run”), under and in accordance with the terms of the MSA, in substitution and in
place of the Run previously scheduled for September 27, 2010.



2. The text set forth in Exhibit 1 hereto shall be inserted into the MSA in Schedule
2-016 of the MSA entitled “Description of Services” following the last sentence of the section
entitled “Stage 10 — [*].”



3. Schedule 3-016 of the MSA entitled “Pricing and Terms of Payment” is amended as
follows:





	 	3.1.	 	A row containing the following text and format shall be inserted at the bottom of the
table that appears under the sentence “In consideration for Lonza carrying out the Services
as detailed in Schedule 2-016, Trubion shall pay Lonza as follows:”:





	 	 	 	 	 

	Stage 11

	 	[*]
	 	[*]
	Stage 12

	 	[*]
	 	[*]







	 	3.2.	 	Following the final line of text that appears under the heading “Payment by Trubion of
the Price for each Stage shall be made against Lonza’s invoices as follows:” the following
text shall be inserted:
	 
	 	 	 	“For Stage 11






$ [*]




$ [*]




$ [*]



*Confidential Treatment Requested.





2









 









	 	 	 	For Stage 12






$ [*]




$ [*]




$ [*]




$ [*]


4. Exhibit B, Coordinators, to the MSA is replaced in its entirety with Exhibit B to this
Third Amendment, and, notwithstanding the introductory clauses to this Third Amendment, this change
shall apply to the MSA in its entirety and not just to matters relating to TRU-016.



5. Exhibit D, Initial List of Critical Raw Materials, to the MSA is replaced with Exhibit
D-016-2 to this Amendment. For the avoidance of doubt, this revision is effective with respect
to the February 2010 TRU-016 Run only.



6. All exhibits and schedules attached to this Amendment form an integral part of this Amendment
and are incorporated into this Amendment by this reference.



7. Save as herein provided, all other terms and conditions of the MSA remain unchanged and in full
force and effect.



8. Any capitalized term used but not defined in this Third Amendment shall have the meaning
assigned to it in the MSA.



9. This Third Amendment may be executed in counterparts, each of which shall be deemed an original,
and all of which, taken together, shall constitute one and the same instrument. This Third
Amendment shall be effective upon execution, and a signature transmitted via facsimile or other
electronic means shall be deemed to be and shall be as effective as an original signature.



The parties have executed this Third Amendment as of the Effective Date first written above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	TRUBION PHARMACEUTICALS, INC.	 	 	 	LONZA SALES AG	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ KENDALL M. MOHLER	 	 	 	By:	 	/s/ GERRY KENNEDY	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Kendall M. Mohler
	 	 	 	 	 	Name:
	 	Gerry Kennedy	 	 
	 

	 	Title:
	 	CSO, SVP & R&D
	 	 	 	 	 	Title:
	 	Authorized Signatory	 	 
	 
	 

	 	Date:
	 	2/22/10
	 	 	 	 	 	Date:
	 	3 March 2010	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LONZA SALES AG	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ STEVE FLATMAN	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Steve Flatman	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 	 	 	 	 	 	 	 	 
	 
	 

	 	Date:
	 	3 March 2010	 	 	 	 	 	 	 	 	 	 






*Confidential Treatment Requested.




3









 








Exhibit 1



“11 Stage 11 — [*]




     [*]



          [*]




     [*]



          [*]




          [*]




          [*]




	 	 	 	 	 	 	 	 	 	 	 
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	[*]

	 	[*]
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•     [*]




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•     [*]




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•     [*]



          [*]




          [*]




          [*]




          [*]




          [*]




     [*]



          [*]




          [*]




          [*]




          [*]




     [*]



*Confidential Treatment Requested.




4









 





          [*]



          [*]



          [*]



          [*]



*Confidential Treatment Requested.




5









 




12 Stage 12 — [*]




     [*]



          [*]




     [*]



          [*]




          [*]




          [*]




          [*]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]	 	[*]
	[*]

	 	[*]
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	 	[*]
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	 	[*]
	 	[*]







[*]



          [*]




          [*]





•     [*]




•     [*]




•     [*]




•     [*]




•     [*]




•     [*]




•     [*]




•     [*]



          [*]




          [*]




          [*]




          [*]




          [*]




     [*]



          [*]




          [*]




          [*]




*Confidential Treatment Requested.




6









 





          [*]




     [*]



          [*]




          [*]




          [*]




          [*]




*Confidential Treatment Requested.




7









 








Exhibit B

Coordinators




TRUBION



	 	 	 

	Trubion’s Primary Business Coordinator

	 	[*]
	Trubion’s Backup Business Coordinator

	 	[*]
	Trubion’s Primary Technical Coordinator

	 	[*]
	Trubion’s Backup Technical Coordinator

	 	[*]






LONZA




	 	 	 

	Lonza’s Primary Business Coordinator

	 	[*]
	Lonza’s Backup Business Coordinator

	 	[*]
	Lonza’s Primary Technical Coordinator

	 	[*]
	Lonza’s Backup Technical Coordinator

	 	[*]






*Confidential Treatment Requested.




8









 





Exhibit D-016-2

Initial List of Critical Raw Materials




CONFIDENTIAL



	 	 	 	 	 
	[*]	 	[*]	 	[*]
	[*]
	 	[*]
	 	[*]
	[*]
	 	[*]
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	[*]
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	[*]
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	[*]
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	 	[*]
	[*]
	 	[*]
	 	[*]
	[*]
	 	[*]
	 	[*]
	[*]
	 	[*]
	 	[*]






*Confidential Treatment Requested.





9