STRATEGIC ALLIANCE AGREEMENT

Strategic Alliance Agreement

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ZYMOGENETICS INC

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Title: STRATEGIC ALLIANCE AGREEMENT
Governing Law: New York Date: 3/14/2005
Industry: BIOTRX Sector: HEALTH

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Exhibit 10.44

STRATEGIC ALLIANCE AGREEMENT

by and between

ZymoGenetics, Inc.

and

Serono S.A.

Effective Date: October 12, 2004

“[ * ]” = omitted, confidential material, which material has been separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

CONTENTS


ARTICLE ONE Definitions and Terminology				1
	1.1	Definitions		1
	1.2	Terminology		1

ARTICLE TWO Coordination of the Alliance				2
	2.1	Steering Committee		2
		2.1.1	Formation of Steering Committee	2
		2.1.2	Roles and Responsibilities	2
		2.1.3	Meetings and Communications	3
		2.1.4	Decision Making; Formalities	3
	2.2	Research Leaders and Research Team		3
		2.2.1	Research Leaders; Appointment; Role and Responsibilities	3
		2.2.2	Formation of Research Team	4
		2.2.3	Roles and Responsibilities	4
		2.2.4	Meetings and Communications	5
		2.2.5	Decision Making; Formalities	5
	2.3	Use of Third Party Intellectual Property; Reach Through Royalties		5

ARTICLE THREE Evaluation of Genes and Selection for Collaborative Research				5
	3.1	Evaluation prior to Medical Hypothesis		5
		3.1.1	Parties’ Rights to Independently Evaluate	5
		3.1.2	ZGEN Core Genes	6
		3.1.3	Initial Transfer	6
	3.2	Selection for Collaborative Research at Medical Hypothesis		6
		3.2.1	Notice of Medical Hypothesis to the Other Party and Novo	6
		3.2.2	Collaboration Election; Procedure	7
		3.2.3	No Collaboration Election Because ZGEN Does Not Wish to Perform Research	7
		3.2.4	No Collaboration Election Because Serono Does Not Wish to Perform Research	8
	3.3	Expiration of the Evaluation Term		8

ARTICLE FOUR Collaborative Research Following a Collaboration Election				9
	4.1	Guiding Principles		9
	4.2	Efforts; Cooperation		9
	4.3	Exchange of Technology		9
	4.4	Research Plan and Budget		9
	4.5	Shared Research Costs		9
		4.5.1	Cost Sharing Ratio	9
		4.5.2	Cap on Research Costs	10
		4.5.3	Quarterly Accounting and Reconciliation	10
	4.6	Third Party Research Fees		10
	4.7	Serono’s Right to Opt Out of Collaborative Research		11
	4.8	ZGEN's Right to Opt Out of Collaborative Research		11

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	4.9	Expiration of the Research Term		11

ARTICLE FIVE Option Rights				12
	5.1	Option Rights		12
	5.2	Procedure		12
	5.3	Licenses to Third Parties		14
	5.4	Terms of the Novo Agreement		14
	5.5	Designation of U.S.A. Vendor		14

*ARTICLE SIX Right of Negotiation for an [ ] Agreement**				15
	6.1	Negotiation Right		15
	6.2	Conduct of Negotiations		15

ARTICLE SEVEN Payment				16

ARTICLE EIGHT Records, Reporting, Payment and Audits				16
	8.1	Form of Payment; Currency Conversion		16
	8.2	Late Payment		16
	8.3	Records		16
	8.4	Audits		17
	8.5	Payments Based on Audit Results		17
	8.6	Withholding		17

ARTICLE NINE Licenses				17
	9.1	License to Serono		17
	9.2	License to ZGEN		18
	9.3	Grant of Sublicenses and Use of Contractors		18
	9.4	Licenses from Third Parties		18
	9.5	[*]		19
	9.6	No Other Rights		19
	9.7	Use of Names, Trade Names and Trademarks		19

ARTICLE TEN Intellectual Property Ownership, Prosecution and Enforcement				20
	10.1	Intellectual Property Ownership		20
	10.2	Patent Contacts for Gene		20
	10.3	Prosecution and Maintenance		20
		10.3.1	ZGEN IP	20
		10.3.2	Serono IP	20
		10.3.3	Joint Project Technology	20
		10.3.4	Patent Prosecution Party’s Efforts	21
	10.4	Defense and Enforcement Actions		21

ARTICLE ELEVEN Confidentiality; Materials; Publicity				22
	11.1	Confidentiality and Non-Use		22

[ * ]

Confidential Treatment Requested

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	11.2	Exceptions		22
	11.3	Permitted Disclosures		23
	11.4	Materials; Permitted Uses		23
	11.5	Publications		24
	11.6	Obligations of Confidentiality to Third Parties		24

ARTICLE TWELVE Representations, Warranties and Covenants				24
	12.1	Representations, Warranties and Covenants of Serono		24
		12.1.1	Organization and Good Standing	24
		12.1.2	Enforceability; Authority and No Current Conflicts	25
		12.1.3	Invention Agreements With Personnel	25
		12.1.4	No Future Conflicts	25
		12.1.5	Compliance With Laws	25
		12.1.6	Authority to License	25
	12.2	Representations, Warranties and Covenants of ZGEN		25
		12.2.1	Organization and Good Standing	26
		12.2.2	Enforc