NOVATION AGREEMENT

Novation Agreement

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This Novation Agreement involves

TRUBION PHARMACEUTICALS, INC | GENECRAFT, INC

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Title: NOVATION AGREEMENT
Governing Law: New York Date: 8/7/2008
Industry: Biotechnology and Drugs Sector: Healthcare

Exhibit 10.3

Novation agreement

between

lonza biologics, INC.

and

LONZA SALES AG

and

TRUBION PHARMACEUTICALS, INC.

Contents


Clause	Page
1. Definitions		1
2. Novation		2
3. Release		2
4. Pre-existing claims		3
5. Governing law		3

THIS NOVATION AGREEMENT is effective from 1 ^st January 2007

Parties

(1)

LONZA BIOLOGICS, INC. incorporated in Delaware whose registered office is at International Drive, Portsmouth, NH 03801, USA ( Biologics ).

(2)

LONZA SALES AG incorporated and registered in Switzerland whose registered office is at Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland ( Lonza Sales ).

(3)

TRUBION PHARMACEUTICALS, INC. (formerly known as GENECRAFT, INC.) of 2401 4th Avenue, Suite 1050, Seattle, WA 98121, USA ( Customer ).

Background

(A)

This Novation Agreement is supplemental to the Agreements (as hereinafter defined).

(B)

Pursuant to an internal re-organisation within the group of companies of which both Biologics and Lonza Sales form part, activities previously performed by Biologics will now be performed by Lonza Sales.

(C)

Upon the terms of Lonza Sales undertaking to perform the Agreements and to be bound by the terms of the Agreements in place of Biologics, Biologics wishes to be released and discharged from the Agreements as from 1 ^st January 2007 ( Effective Date ) and Customer has agreed to release and discharge Biologics from the Effective Date.

NOW THEREFORE in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. Definitions

1.1

In this Novation Agreement, the following terms have the meanings set forth below:

1.1.1

“Agreements” means those certain agreements entered into between Biologics and Customer and more fully detailed in Schedule 1 hereto.

1.2

Unless otherwise defined in this Novation Agreement or the context otherwise requires, expressions defined in the Agreements shall have the same meanings in this Novation Agreement.

1.3

Unless the context otherwise requires, words in the singular include the plural and vice versa.

1.4

References to any document, including each of the Agreements, include the same as varied, supplemented or replaced from time to time.

1.5

Clause headings are for convenience of reference only and are not to be taken into account in construction.

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