AGREEMENT FOR CLINICAL SUPPLY

THIS AGREEMENT (the "Agreement") is effective as of October 9, 2002 (the
"Effective Date"), by and between GENSIA SICOR PHARMACEUTICALS, INC., and its
wholly-owned subsidiary GENSIA SICOR PHARMACEUTICAL SALES, INC., a Delaware
corporation with offices at 19 Hughes, Irvine, California 92618-1902
(collectively, "Gensia Sicor"), and Seattle Genetics, a Delaware corporation,
with offices at 21823 30/th/ Drive SE, Bothell, WA 98021 ("SEATTLE GENETICS").

                                    RECITALS

   WHEREAS, Gensia Sicor is in the business of developing, manufacturing,
   testing packaging, and marketing sterile injectable pharmaceutical products;
   and

   WHEREAS, SEATTLE GENETICS desires to utilize Gensia Sicor to develop,
   manufacture, test, and package clinical supplies of the product designated by
   SEATTLE GENETICS as set forth in Exhibit A and Exhibit B hereto, as amended
   from time to time in accordance with the terms and conditions set forth
   herein; and

   WHEREAS, Gensia Sicor desires to provide services to SEATTLE GENETICS for the
   Product agreed to by both parties in accordance with the terms and conditions
   set forth herein;

   NOW, THEREFORE, in consideration of the above premises and the mutual
   covenants hereinafter set forth, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

   1.1   Act shall have the meaning set forth in Section 6.2.

   1.2   Active Pharmaceutical Ingredient ("API") shall mean the raw material
         components of the Product: [***] and the [***].

   1.3   API Reference Standard shall mean a quantity of APIs with a known
         assay, supplied by the SEATTLE GENETICS, with which Gensia Sicor may
         perform comparative analysis to API samples having an unknown assay.

   1.4   API Specifications shall mean the specifications with respect to the
         APIs as set forth in the Master Batch Record.

   1.5   Affiliate shall mean, with respect to either party, all entities which,
         directly or indirectly, are controlled by, control, or are under common
         control with such party. For purposes of this definition, the word
         "control" shall mean ownership of more than fifty percent (50%) of the
         voting shares or interest of an entity.

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   1.6   Batch shall mean the entire amount of Product yielded from a
         manufacturing event using a specific quantity of APIs, Excipients, and
         components Processed in accordance with the Master Batch Record and the
         Manufacturing Standards.

   1.7   Batch Processing Charge shall mean the pricing set forth in Exhibit B,
         as may be adjusted from time to time according to the terms and
         conditions set forth herein, which reflects the total cost of a single
         Batch manufacture including compounding charges, lyophilization
         charges, excipients, components, filters and per unit charges

   1.8   Batch Record shall mean the document created as and after each Batch is
         Processed and Packaged. Each Batch Record shall reflect and incorporate
         all aspects of the Master Batch Record, the applicable Certificate of
         Analysis, and any Manufacturing Variance Reports issued with respect to
         such Batch.

   1.9   Batch Release shall mean the final sign-off by a party's quality
         department marking the culmination of the quality process through which
         a batch of Product is shown to conform to all aspects of the
         Manufacturing Standards.

   1.10  Compounded Bulk shall mean the API and Excipients which have been
         compounded but not filled or packaged or finished into a final dosage
         presentation.

   1.11  Certificate of Analysis shall mean a certificate that accompanies each
         shipment of APIs or Product certifying that the APIs or Product meets
         the specifications as defined in the Manufacturing Standards.

   1.12  Current Good Manufacturing Practices or ("cGMPs") shall mean the
         current good manufacturing practices and General Biologics Products
         Standards as promulgated under the U.S. Federal Food, Drug and Cosmetic
         Act ("FDCA") at 21 C.F.R., Chapters 210, 211, 600 and 610, as well as
         any other regulations, policies or guidelines, as then in effect, of
         the FDA and other United States governmental or regulatory agencies
         applicable to the manufacture of sterile pharmaceutical products for
         human use.

   1.13  Confidential Information shall mean all information, including, where
         appropriate and without limitation, any information, patent
         disclosures, patent applications, structures, models, techniques,
         processes, compositions, compounds and apparatus relating to the same,
         disclosed by one party (the "Disclosing Party") to the other party (the
         "Recipient") or obtained by Recipient through observation or
         examination of such information, but only to the extent that such
         information is maintained as confidential by the Disclosing Party.

   1.14  Date of Manufacture shall mean the date of sterile filtration and/or
         filling of the Compounded Bulk.

   1.15  Developments shall have the meaning set forth in Section 2.2.5.

   1.16  Disclosing Party shall mean the party from which Confidential
         Information is delivered.

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   1.17  Equipment shall have the meaning set forth in Section 2.1.1.

   1.18  Excipient shall mean any substance other than the API used in
         formulating the Compounded Bulk.

   1.19  Facility shall mean Gensia Sicor's facility in Irvine, California, or
         any other Sicor facility as agreed to in writing, in advance, by the
         Parties to this Agreement.

   1.20  FDA shall mean the United States Food and Drug Administration and any
         successor agencies.

   1.21  Forecast shall mean a rolling [***] ([***]) [***] estimate of expected
         orders for the Product provided by SEATTLE GENETICS to assist Gensia
         Sicor in production planning.

   1.22  Gensia Sicor Product Inventions shall have the meaning set forth in
         Section 2.2.6.

   1.23  IND shall have the meaning set forth in Section 2.5.3.

   1.24  Know-How shall mean any technical data, information, material and
         knowledge or experience not in the public domain that is necessary or
         useful to manufacture the Product.

   1.25  Manufacturing Standards shall mean the specifications for Processing,
         Packaging, and storing the Product set forth in the Product
         Specifications, the Master Batch Record, cGMPs, MSDSs, the Quality
         Understanding Document (Exhibit E) and all other applicable U.S. laws
         and regulations, to the extent such terms and conditions are not
         inconsistent with this Agreement.

   1.26  Manufacturing Variance Report shall mean a written report indicating
         any Variance in the Processing or Packaging of a Batch from the
         procedures set forth in the Master Batch Record.

   1.27  Master Batch Record shall mean the document, as may be amended from
         time to time, specifying: i) the API Specifications, ii) the procedures
         for testing and releasing the APIs, iii) the Excipients, iv) the
         Primary Components, v) Secondary Packaging, vi) the Product
         Specifications, vii) the formula (listing the APIs and the Excipients
         for the Product), and viii) the procedures for manufacturing the
         Product (listing the APIs, the Excipients, the Primary Components, and
         the Secondary Packaging).

   1.28  MSDS shall mean the Material Safety Data Sheets for the APIs and the
         Product, respectively.

   1.29  NDA shall have the meaning set forth in Section 2.5.3.

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   1.30  Notice of Rejection/Nonconformance shall have the meaning set forth in
         Section 3.6.1.

   1.31  To Package and Packaging shall mean the act of inspecting, labeling,
         and packing the Product into units.

   1.32  Primary Components shall mean the vial, stopper, and seal as identified
         in the Master Batch Record.

   1.33  Process or Processing shall mean the pharmaceutical manufacturing
         procedures, or any part thereof, involved in manufacturing the Product
         in accordance with the Manufacturing Standards.

   1.34  Product Specifications shall mean the specifications for the APIs, the
         Excipients, the Primary Components, the Secondary Packaging, and the
         in-process and release specifications for the Product, as set forth
         initially on Exhibit B attached hereto and, subsequently in the Master
         Batch Record. Revisions to Product Specifications may be amended by the
         Parties from time to time pursuant to Section 2.4., and such changes
         shall be reflected in the Master Batch Record.

   1.35  Product shall mean the finished dosage form, as set forth in Exhibit A,
         and is ready to ship to recipients designated by SEATTLE GENETICS.

   1.36  Product Inventions shall have the meaning set forth in Section 2.2.6.

   1.37  Purchase Orders shall mean the document provided by SEATTLE GENETICS to
         Gensia Sicor which shall set forth, subject to the terms of this
         Agreement, the number of Batches or units to be Processed and Packaged,
         the estimated Batch Processing Charge, the requested dates and
         locations for delivery, and special instructions for each Batch.

   1.38  Qualified Supplier shall mean a supplier of materials or components
         that has been audited by Gensia Sicor and has passed Gensia Sicor's
         quality assurance standards.

   1.39  Quality Understanding Document shall mean the statement of quality
         understanding defining the roles, responsibilities and interactions
         between SEATTLE GENETICS and Gensia Sicor related to the quality of the
         Product attached hereto as Exhibit E.

   1.40  Recipient shall mean that Party to which Confidential Information is
         being delivered.

   1.41  SEATTLE GENETICS Information shall have the meaning set forth in
         Section 2.2.

   1.42  SEATTLE GENETICS Intellectual Property shall have the meaning set forth
         in Section 2.2.

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   1.43  SEATTLE GENETICS Technology shall have the meaning set forth in Section
         2.2.

   1.44  Secondary Packaging shall mean any component other than Primary
         Components used to convert primary unit(s) into units.

   1.45  Shipping Components shall mean the packaging, boxes, and shipping
         containers into which the Product is placed for shipment to SEATTLE
         GENETICS.

   1.46  Term shall have the meaning set forth in Section 5.1.

   1.47  Variance shall mean a departure from an established quality standard
         (e.g., cGMP standard operating procedure, manufacturing work order,
         Packaging order, raw material or Product Specification, analytical
         control procedure, water monitoring procedure, equipment maintenance
         schedule, or any unusual occurrence), which may be either anticipated
         or unanticipated departures from established quality standards and may
         have the potential to affect the safety, identity, strength, quality or
         purity of the final Product or Compounded Bulk Product.

   1.48  Work in Process ("WIP") shall mean the APIs, Excipients, Primary
         Components, and Secondary Packaging that constitute a Batch, during the
         time period beginning with Gensia Sicor dispensing APIs in accordance
         with the Master Batch Record and ending on the SEATTLE GENETICS Batch
         Release with respect to such Batch.

                                   ARTICLE II
                            MANUFACTURE AND PLANNING

   2.1   Manufacturing. Gensia Sicor agrees to manufacture Batches of Product
         from time to time as agreed to by the Parties, pursuant to this
         Agreement. Subject to manufacturing capabilities and capacities, Gensia
         Sicor shall provide such facilities, equipment, and services as may be
         required to perform the Processing, Packaging and handling of such
         Product in accordance with the manufacturing and control procedures set
         forth in the Master Batch Record and the Quality Understanding Document
         and to the terms and conditions set forth herein.

         2.1.1  Equipment. SEATTLE GENETICS shall purchase the items of
                equipment set forth in the Engineering Budget Proposal attached
                hereto as Exhibit D (the "Equipment") for the prices set forth
                therein. At SEATTLE GENETICS' request, Gensia Sicor may purchase
                certain of such items for SEATTLE GENETICS' account, and SEATTLE
                GENETICS will promptly reimburse Gensia Sicor for the purchase
                price thereof. All Equipment shall be installed and used on
                Gensia Sicor's premises, but shall be owned by SEATTLE GENETICS.
                Gensia Sicor shall maintain the Equipment in good operating
                condition and shall keep the Equipment free and clear of all
                mortgages, liens and encumbrances. Gensia Sicor will tag all
                Equipment and provide SEATTLE GENETICS with a listing of each
                item of EQUIPMENT, its location and assigned tag number. Upon
                either SEATTLE GENETICS' request or termination of this
                Agreement, Gensia

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                Sicor shall assist SEATTLE GENETICS, at SEATTLE GENETICS'
                expense, in arranging transportation of the Equipment to a
                location designated by SEATTLE GENETICS.

         2.1.2  Gensia Sicor shall follow cGMP standards to manufacture for
                SEATTLE GENETICS, or any third party designated by SEATTLE
                GENETICS and agreed to by Gensia Sicor, clinical Batches of an
                aseptically filled and lyophilized finished dosage form of the
                Product per the Manufacturing Standards, and as may be further
                developed by Gensia Sicor, using the APIs, components and
                Excipients specified. In accordance with cGMP and during the
                term of this Agreement, Gensia Sicor shall utilize validated
                cleaning and changeover procedures prior to manufacturing any
                Product for SEATTLE GENETICS. Both parties shall promptly notify
                each other of any new instructions or specifications required by
                cGMP. Upon request, Gensia Sicor shall provide SEATTLE GENETICS
                with (a) a written description of any actions taken to comply
                with new or revised cGMPs that affect the Product and/or (b)
                copies of Gensia Sicor's manufacturing records, including its
                Batch Records regarding the Product, for the purposes of
                assuring product quality and compliance with agreed-upon
                manufacturing procedures.

         2.1.3  Gensia Sicor shall adhere to the Product Specifications and
                requirements, as detailed in the Master Batch Record, the
                Manufacturing Standards and mutually agreed upon protocols,
                where such specifications are in compliance and agreement with
                FDA and other applicable regulatory agency guidelines. Gensia
                Sicor shall obtain SEATTLE GENETICS' prior written approval
                before it implements any change in the materials, equipment,
                process or procedures used to manufacture the Product that would
                constitute a significant deviation under cGMP as described in
                the Quality Understanding Document. Gensia Sicor shall disclose
                all proposed changes in such manufacturing materials, equipment,
                process or procedure to SEATTLE GENETICS at a level sufficient
                to allow SEATTLE GENETICS to practice such changed manufacturing
                process.

         2.1.4  In the event that the Compounded Bulk fails to meet in-process
                or release specifications, SEATTLE GENETICS may authorize a
                deviation from the Batch Record in an attempt to salvage the
                Batch as set forth in Section 3.8(b). Gensia Sicor shall not
                rework any Batch of the Product without SEATTLE GENETICS' prior
                written consent.

         2.1.5  Gensia Sicor declares that it has the production capacity and
                the quality systems to fully satisfy SEATTLE GENETICS' requests
                for Product and services for clinical needs, provided SEATTLE
                GENETICS complies with the forecasting requirements set forth in
                Section 2.4.

         2.1.6  Gensia Sicor will obtain materials and components for production
                from Qualified Suppliers. Upon written request from SEATTLE
                GENETICS, Gensia Sicor shall evaluate a supplier that is not a
                Qualified Supplier against its current qualification standards.
                If such supplier meets Gensia Sicor's standards, such supplier
                may become a Qualified Supplier. SEATTLE GENETICS shall
                reimburse Gensia Sicor at the rates set forth

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                on Exhibit B hereto for all reasonable costs associated with the
                qualification of a new supplier.

         2.1.7  A Date of Manufacture for each Batch requested to be
                manufactured will be provided to SEATTLE GENETICS by Gensia
                Sicor upon receipt of a firm Purchase Order, including any
                required deposit from SEATTLE GENETICS specified therein, and
                acknowledging the terms and conditions detailed in this
                Agreement. Gensia Sicor shall schedule the Date of Manufacture
                as early as facility availability, staffing resources,
                technology transfer, manufacturing scale-up process development,
                scheduling capacity and component availability will allow.

   2.2   Technology Transfer. SEATTLE GENETICS possesses confidential and
         proprietary technical information not in the public domain that is
         necessary to the process of manufacturing the Product, including
         without limitation in process assays, methods, formulas,
         specifications, processes and know-how (the "SEATTLE GENETICS
         Information"), that is the subject of various patents, patents
         applications and Know-How owned or controlled by SEATTLE GENETICS ("the
         "SEATTLE GENETICS Intellectual Property", and collectively with the
         SEATTLE GENETICS Information, the "SEATTLE GENETICS Technology").
         SEATTLE GENETICS Information shall be included in a technology transfer
         dossier to be shared with Gensia Sicor.

         2.2.1  Gensia Sicor and SEATTLE GENETICS will mutually develop a Master
                Batch Record for the Product following the technical
                specifications, methods and know-how provided by SEATTLE
                GENETICS.

         2.2.2  SEATTLE GENETICS will transfer to Gensia Sicor appropriate
                methods and in process assays for manufacturing the Product.
                Such methods and in process assays, being reviewed and agreed to
                by SEATTLE GENETICS, will be confirmed, or if requested,
                validated by Gensia Sicor for their application to the finished
                Product.

         2.2.3  A protocol describing distribution of Product will be provided
                to Gensia Sicor by SEATTLE GENETICS for review and acceptance
                prior to commencement of the manufacturing of finished dosage
                Product. Distribution of clinical Product will be coordinated
                between Gensia Sicor and SEATTLE GENETICS.

         2.2.4  SEATTLE GENETICS hereby grants Gensia Sicor a non-exclusive,
                non-transferable right under the SEATTLE GENETICS Intellectual
                Property to use the SEATTLE GENETICS Information solely for the
                purpose of manufacturing the Product pursuant to the terms of
                this Agreement. Gensia Sicor (a) acknowledges that SEATTLE
                GENETICS and/or its licensors retain all ownership rights in and
                to the SEATTLE GENETICS Technology and (b) agrees not to use the
                SEATTLE GENETICS Technology for any purpose other than
                manufacturing the Product for SEATTLE GENETICS hereunder. Gensia
                Sicor agrees to treat all of the SEATTLE GENETICS Technology as
                "Confidential Information" pursuant to Article VIII hereof.


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         2.2.5  Either party may jointly or independently make or otherwise
                acquire rights to non-patentable discoveries, improvements,
                ideas and other intellectual property rights (including without
                limitation processes and methods) or Know-How useful in the
                manufacture of the Product ("Developments"). Any Developments
                conceived, fashioned or acquired solely by Gensia Sicor shall be
                owned solely by Gensia Sicor. Gensia Sicor shall promptly
                disclose all such Developments, in writing, to SEATTLE GENETICS,
                and hereby grants to SEATTLE GENETICS a non-exclusive,
                worldwide, perpetual, royalty-free license, with the right to
                sublicense, to use each such Development for the development and
                manufacture of SEATTLE GENETICS' products. Any Developments
                conceived, fashioned or acquired solely by SEATTLE GENETICS
                during the term of this Agreement shall be owned solely by
                SEATTLE GENETICS. Any Developments conceived, fashioned or
                acquired jointly by employees of Gensia Sicor and employees of
                SEATTLE GENETICS shall be jointly owned by both parties.

         2.2.6  The parties do not expect that any patentable inventions,
                discoveries, improvements or ideas relating to the manufacture
                of the Product ("Product Inventions") will be made, conceived or
                reduced to practice during the course of the work performed
                under this Agreement. However, any Product Inventions that are
                developed or acquired solely by Gensia Sicor shall be owned
                solely by Gensia Sicor ("Gensia Sicor Product Inventions").
                Gensia Sicor shall not use or incorporate any Gensia Sicor
                Product Inventions in the course of the work performed under
                this Agreement without first disclosing such Gensia Sicor
                Product Inventions to SEATTLE GENETICS and obtaining prior
                written approval from SEATTLE GENETICS, upon which the parties
                agree to negotiate in good faith the terms of a license
                agreement on commercially reasonable terms for such Gensia Sicor
                Product Inventions. Any Product Inventions developed or acquired
                solely by SEATTLE GENETICS during the term of this Agreement
                shall be owned solely by SEATTLE GENETICS. Any Product
                Inventions developed or acquired jointly by employees of Gensia
                Sicor and employees of SEATTLE GENETICS shall be jointly owned
                by both parties. With respect to any filings related to jointly
                owned Inventions, the parties shall work together to identify
                mutually agreeable intellectual property counsel and shall share
                equally in all costs of filing any applications and maintaining
                intellectual property protection. Inventorship shall be
                determined under U.S. patent law.

         2.2.7  During the Term, Gensia Sicor agrees not to [***].

   2.3   Audits. Gensia Sicor shall give SEATTLE GENETICS reasonable access to
         audit its facilities to provide assurances that Gensia Sicor has
         adequate premises, equipment, systems and a staff with sufficient
         knowledge and training to carry out satisfactorily the manufacture,
         assembly, packaging and testing of the Product. Such audits shall be
         scheduled at mutually agreeable times upon at least [***] ([***]) [***]
         advance written notice to Gensia Sicor and shall occur no more than one
         time per calendar year.

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   2.4   Forecasts and Purchase Orders.

         2.4.1  SEATTLE GENETICS will provide Gensia Sicor with an updated
                rolling [***] Forecast of estimated demand for Product.
                Estimated demand for Product shall specify units required and be
                communicated in whole Batch increments.

         2.4.2  [***] ([***]) days prior to SEATTLE GENETICS' first requested
                delivery date, SEATTLE GENETICS shall provide Gensia Sicor with
                an initial Forecast accompanied by a firm Purchase Order. On or
                before the [***] day of the [***] of each [***] (i.e. [***],
                [***], [***] and [***]) during the Term, SEATTLE GENETICS will
                provide Gensia Sicor with an update to its previously submitted
                Forecast. Unit demand, in the then current and upcoming [***] of
                each updated rolling Forecast, shall represent a firm purchase
                commitment for the Product. A Purchase Order for SEATTLE
                GENETICS' unit requirements during the next [***] shall
                accompany each [***] Forecast update. Purchase requirements
                during the current [***] shall be reflected in Purchase Orders
                previously submitted by SEATTLE GENETICS. Purchase Orders
                provided by SEATTLE GENETICS must specify unit quantity,
                delivery dates, delivery instructions, anticipated charges and
                invoice information.

         2.4.3  Gensia Sicor will deliver written confirmation of receipt of
                each Purchase Order and the anticipated delivery date of each
                Batch of Product to SEATTLE GENETICS within [***] ([***]) [***]
                of receipt by Gensia Sicor.

         2.4.4  The last [***] ([***]) [***] of each Forecast shall constitute a
                good faith estimate of expected orders for the Product to assist
                Gensia Sicor with production planning.

         2.4.5  The terms and conditions of this Agreement shall govern each
                Purchase Order issued hereunder. In the event of conflict, the
                terms and conditions of this Agreement shall supercede the
                standard terms and conditions of SEATTLE GENETICS' and Gensia
                Sicor's forms.

   2.5   Product Supply

         2.5.1  Gensia Sicor will use commercially reasonable efforts to
                accommodate SEATTLE GENETICS' requests for units in excess of
                those set forth in the Master Forecast, provided, however, that
                no breach of this Agreement shall occur if Gensia Sicor, despite
                its commercially reasonable efforts, is unable to supply such
                quantities of Product to SEATTLE GENETICS.

         2.5.2  Changes to Specifications or Production Process. In the event
                that SEATTLE GENETICS proposes any significant change to the
                Product Specifications or manufacturing Process, SEATTLE
                GENETICS shall deliver written notice to Gensia Sicor describing
                such Change. Gensia Sicor shall respond to any such notice
                within [***] ([***]) [***] after Gensia Sicor's receipt thereof;
                provided, however, that the Product Specifications or Process
                shall not be supplemented, modified or amended in any respect
                without the prior

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                written agreement of the parties hereto. Gensia Sicor will use
                commercially reasonable efforts to implement changes. If any
                change in the Primary Components, Secondary Packaging, Shipping
                Components, Processes or Product testing Specifications
                materially increases Gensia Sicor's cost to manufacture, test,
                or package the Product, Gensia Sicor reserves the right to make
                reasonable pricing adjustments if needed to accommodate such
                changes. Prior to initiating any work, Gensia Sicor will provide
                a scope of work and cost proposal. New pricing will be effective
                upon implementation of the new specifications.

         2.5.3  FDA and Regulatory Support. Gensia Sicor shall provide SEATTLE
                GENETICS with all documents SEATTLE GENETICS reasonably requests
                regarding its manufacturing processes and procedures for the
                Product. Gensia Sicor further agrees to use reasonable
                commercial efforts to assist SEATTLE GENETICS in obtaining FDA
                approval of any Investigational New Drug application ("IND") or
                New Drug Application ("NDA") with respect to the Product. Where
                practicable and in accordance with the rates set forth on
                Exhibit B, Gensia Sicor may assist SEATTLE GENETICS in obtaining
                approvals from other government or regulatory agencies which may
                be required for the conduct of clinical trials of the Product in
                other country(ies). Gensia Sicor specifically agrees to
                cooperate with the FDA or other regulatory agencies, including
                but not limited to any inspection prior to approval of any IND
                or NDA.

         2.5.4  Gensia Sicor shall provide SEATTLE GENETICS with samples of the
                Product and isolated intermediates for the period of time and in
                quantities set forth in the Quality Understanding Document and
                any Purchase Orders attached hereto. SEATTLE GENETICS will
                provide Gensia Sicor with a sampling protocol, which will be
                mutually approved and become part of the Master Batch record.

         2.5.5  Documentation. Gensia Sicor shall keep complete, accurate and
                authentic accounts, notes, data and records of the work
                performed under this Agreement. Each party shall maintain
                complete and adequate records pertaining to the methods and
                facilities used for the manufacture, processing, testing,
                packing, labeling, holding and distribution of the Product in
                accordance with the Quality Understanding Document and any
                applicable regulations in the United States so that the Product
                may be used in humans.

ORDER POSTPONEMENT AND CANCELLATION

   2.6   Cancellation or Postponement of Manufacturing. Prior to the Date of
         Manufacture as communicated to SEATTLE GENETICS pursuant to Section
         2.1.7, SEATTLE GENETICS may cancel or postpone any or all outstanding
         Purchase Orders pursuant to this Section 2.6. In the event of
         postponement, Gensia Sicor shall use commercially reasonable efforts to
         reschedule the postponed order to a date agreeable to both Parties.

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         2.6.1  If the Date of Manufacture must be cancelled or postponed by
                SEATTLE GENETICS for any reason or due to SEATTLE GENETICS' acts
                or omissions, SEATTLE GENETICS may be charged in accordance with
                the following:




                ---------------------------------------------------------------- -------
                                                       Postponement    Cancellation

                ------------------------------------------------------------------------
                                                                 
                 Notice received less than [***]       $[***]          $[***]
                 ([***]) [***] and more than [***]
                 ([***]) [***] from the scheduled
                 Date of Manufacture

                ------------------------------------------------------------------------
                 Notice received less than [***]       $[***]          $[***]
                 ([***]) [***] from the scheduled
                 Date of Manufacture

                ------------------------------------------------------------------------



         2.6.2  SEATTLE GENETICS shall reimburse Gensia Sicor for work already
                completed and all non-cancelable commitments incurred by Gensia
                Sicor, including without limitation all unique supplies and
                components acquired for SEATTLE GENETICS, in the event of
                cancellation of any manufacturing run.

         2.6.3  If SEATTLE GENETICS does not reschedule the Date of Manufacture
                to a date within [***] ([***]) [***] of the originally scheduled
                date, the Purchase Order shall be considered cancelled.

         2.6.4  SEATTLE GENETICS may postpone a Date of Manufacture [***] before
                Gensia Sicor will deem such Batch, and the accompanying Purchase
                Order, to be cancelled.

   2.7   Shortage of Supply. In the event that Gensia Sicor is unable to meet
         requirements to supply the quantity of Product to SEATTLE GENETICS,
         Gensia Sicor shall notify SEATTLE GENETICS as promptly as possible.
         Gensia Sicor shall implement reasonable commercial measures to remedy
         such shortage.

                                   ARTICLE III
                        SUPPLY AND OWNERSHIP OF MATERIALS

   3.1   API Supply. SEATTLE GENETICS, or a supplier designated by SEATTLE
         GENETICS, shall supply to Gensia Sicor all APIs and API Reference
         Standards necessary to manufacture and test the Product, unless
         otherwise mutually agreed. SEATTLE GENETICS shall provide APIs and API
         Reference Standards to Gensia Sicor at no charge at least [***] ([***])
         [***] prior to any scheduled manufacture of Product. With each delivery
         of APIs, SEATTLE GENETICS shall provide to Gensia Sicor a Certificate
         of Analysis indicating conformance to the API specifications. In the
         event that SEATTLE GENETICS fails to deliver the quantity of conforming
         APIs,

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         pursuant to this Section 3.1, required for Gensia Sicor to fulfill its
         obligations hereunder, then Gensia Sicor shall not be obligated to meet
         scheduled delivery dates.

         3.1.1  All shipping costs related to the procurement and transfer of
                APIs to Gensia Sicor will be the sole responsibility of SEATTLE
                GENETICS.

   3.2   Labels and Packaging Materials. Primary packaging and labeling units
         costs for clinical product are included in the per unit charge set
         forth in Exhibit B. Should SEATTLE GENETICS request Gensia Sicor to
         design packaging or labeling materials, all costs associated with such
         activities shall be invoiced to SEATTLE GENETICS as set forth on
         Exhibit B, section III. Labeling and packaging approved by SEATTLE
         GENETICS shall be the only such labeling and packaging used by Gensia
         Sicor with Product, provided all labels and package inserts shall be
         developed in accordance with Gensia Sicor's guidelines with regard to
         physical dimensions and handling procedures.

   3.3   Excipients and Test Materials. Gensia Sicor shall provide all
         Excipients (including, but not limited to, water-for-injection and all
         other formulation materials used in the production of Product) and
         other manufacturing and test materials, in accordance with the
         specifications set forth in the Master Batch Record.

   3.4   Gensia Sicor Testing. Gensia Sicor will test the in-process
         intermediates of the Product and the final Product per the testing
         specifications as set forth on Exhibit C, as may be amended from time
         to time upon mutual agreement of the parties, and provide SEATTLE
         GENETICS with appropriate documentation. Additional testing requested
         by SEATTLE GENETICS and performed by Gensia Sicor shall be invoiced to
         SEATTLE GENETICS at a price calculated using the rates set forth in
         Exhibit B, attached hereto.

   3.5   Quality Understanding.

         3.5.1  Quality Understanding Document. As soon as practicable after
                execution of this Agreement, the parties will develop and agree
                upon the Quality Understanding Document, the format and content
                of which is to be agreed upon in writing by the parties, which
                will be attached to this Agreement as Exhibit E.

         3.5.2  Quality Control Sample. Prior to the delivery of any Batch of
                the Product, Gensia Sicor shall provide SEATTLE GENETICS with:
                (i) a quality control sample of such Batch for the purpose of
                confirming that such Batch meets the Manufacturing Standards;
                (ii) a copy of the Batch Record for such Batch, together with
                written confirmation that such Batch Record has been reviewed
                and approved by Gensia Sicor's Quality Assurance unit; and (iii)
                a Certificate of Analysis. The size of the quality control
                sample(s) for each Batch of Product shall be specified in the
                Master Batch Record. No delivery of any Batch of the Product
                shall be made until SEATTLE GENETICS accepts or is deemed to
                have accepted the quality control sample(s) and associated
                documentation in accordance with the provisions of Section 3.6.

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   3.6   Inspection, Rejection of Shipment

         3.6.1  SEATTLE GENETICS shall conduct release testing on quality
                control samples obtained from each Batch of Product shipped by
                Gensia Sicor hereunder to confirm that such quality control
                samples conform to the Manufacturing Standards. SEATTLE GENETICS
                shall authorize the release of each Batch for shipment by the
                later of: (a) [***] ([***]) [***] after SEATTLE GENETICS'
                receipt of the quality control samples for such Batch; or (b)
                [***] ([***]) [***] after SEATTLE GENETICS' receipt of the Batch
                Record for such Batch. If any of SEATTLE GENETICS' internal
                assays reveal that a quality control sample does not conform to
                the Manufacturing Standards, SEATTLE GENETICS may, in its sole
                discretion, by written notice to Gensia Sicor (a "Notice of
                Rejection/Nonconformance") either (a) reject the Batch or (b)
                initiate an investigation into the reasons for the failure to
                conform to the Manufacturing Standards, during which
                investigation the time periods set forth in this Section 3.6.1
                shall be extended until both parties mutually agree on the cause
                of the nonconformance.

         3.6.2  SEATTLE GENETICS shall be deemed to have accepted delivery of
                Batch of Product if no Notice of Rejection/Nonconformance is
                received by Gensia Sicor in accordance with the procedure and
                time frame described in Section 3.6.1.

         3.6.3  Gensia Sicor shall have the right to sample and retest Product
                or to have an outside laboratory sample and retest Product if
                SEATTLE GENETICS claims that such Product does not conform to
                the Manufacturing Standards. Disputes between the parties as to
                whether any Product rejected by SEATTLE GENETICS conforms to the
                Manufacturing Standards shall be resolved by a mutually
                acceptable third party testing laboratory.

         3.6.4  Gensia Sicor shall assume no liability for product that fails to
                conform with the Manufacturing Standards if the Product: (i) has
                been subjected to misuse, negligence or accident other than by
                Gensia Sicor or any employee or agent of Gensia Sicor; (ii) has
                been stored, handled or used by others in a manner contrary to
                cGMP after delivery to a common carrier; or (iii) nonconformance
                is attributable to processes, procedures or Product components
                specified by SEATTLE GENETICS in the Master Batch Record where
                such processes, procedures or Product components were followed
                or used by Gensia Sicor in accordance with the Master Batch
                Record.

   3.7   Obsolete Components. SEATTLE GENETICS shall reimburse Gensia Sicor for
         the actual cost of any obsolete Excipients, Primary Components,
         Shipping Components, and Secondary Packaging, (plus any related special
         disposal

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         costs) purchased by Gensia Sicor expressly to meet its performance
         obligations under this Agreement in reliance upon SEATTLE GENETICS'
         then most recent Forecast. For the purposes of this Section 3.7, an
         obsolete component is any Excipient, Primary Component, Secondary
         Packaging, or Shipping Component which cannot be incorporated into the
         Product due to changes directed by SEATTLE GENETICS or mandated by a
         regulatory authority, or caused by a cancellation or postponement of
         manufacturing, and which cannot be reused by Gensia Sicor for another
         product manufactured for a third party. Once a Component becomes
         obsolete, Gensia Sicor may invoice SEATTLE GENETICS for the acquisition
         cost of such obsolete components, which invoice shall identify the
         Excipients or Components in question and shall be accompanied by a
         reasonably detailed statement of the cause of such obsolescence.

   3.8   Risk of Loss. Risk of loss of APIs, in-process and finished Product
         held by Gensia Sicor on its premises and in its care, custody and
         control, shall be with Gensia Sicor until [***]. Notwithstanding the
         foregoing, Gensia Sicor shall not be liable for loss of APIs,
         in-process or finished Product when Gensia Sicor is conducting
         manufacturing operations in accordance with Gensia Sicor's SOPs, cGMP,
         the Manufacturing Standards and the Master Batch Record.

         (a)    In the event of a failed Batch, Gensia Sicor shall be liable to
                SEATTLE GENETICS to the extent that the cause of such a failure
                is attributable to the negligence or willful conduct of Gensia
                Sicor. In that case, Gensia Sicor shall, as SEATTLE GENETICS's
                sole and exclusive remedy for the failed Batch, [***] and
                SEATTLE GENETICS may choose, at its sole discretion, one of the
                following two options:

         Option 1:
                Gensia Sicor will pay SEATTLE GENETICS an amount equal to the
                [***] of (i) the [***] or (ii) the [***], in each case offset by
                the amount, if any, that such failure is attributable to the
                negligence or willful conduct of SEATTLE GENETICS.

         Option 2:
                Gensia Sicor will use commercially reasonable efforts to
                remanufacture the Batch as soon as practical, and apply a credit
                to the invoice for the replacement Batch in an amount that is
                the [***] of (i) the [***] or (ii) the [***], in each case
                offset by the amount, if any, that such failure is attributable
                to the negligence or willful conduct of SEATTLE GENETICS.

         (b)    In the event that a batch of Compounded Bulk is found not to
                conform with the bulk release specification set forth in the
                Manufacturing Standards prior to initiation of the fill, Gensia
                Sicor, upon explicit instructions provided by SEATTLE GENETICS,
                shall initiate one or more remedial steps in an attempt to bring
                the Compounded Bulk into specification. Should these remedial
                steps fail to bring the Compounded Bulk into specification
                SEATTLE GENETICS may direct GENSIA SICOR to terminate the
                manufacturing process at this stage. In the event the
                manufacturing process is terminated prior to fill, Gensia Sicor
                shall invoice SEATTLE GENETICS for [***] if the [***]. If the
                [***] shall be submitted to SEATTLE GENETICS.

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         (c)    In the event of loss of APIs prior to the start of the
                manufacturing process Gensia Sicor shall be liable to SEATTLE
                GENETICS [***]. In that case, Gensia Sicor shall, as SEATTLE
                GENETICS' sole and exclusive remedy for the lost APIs, pay to
                SEATTLE GENETICS an amount that is the [***] of (i) the [***] or
                (ii) the [***], in each case offset by the amount, if any, that
                such failure is attributable to the negligence of willful
                conduct of SEATTLE GENETICS.

   3.9   Exceptions. Gensia Sicor shall not be liable for loss of APIs,
         formulated bulk, WIP, or Product; (i) resulting from an event of force
         majeure pursuant to Section 9.2; (ii) caused by SEATTLE GENETICS'
         negligence or willful misconduct; or (iii) occurring while Gensia Sicor
         is actually conducting manufacturing operations in accordance with
         Gensia Sicor's SOPs, cGMP, the Manufacturing Standards and the Master
         Batch Record.

                                   ARTICLE IV
                           DELIVERY AND PAYMENT TERMS

   4.1   Price. The price and delivery terms for Product and services rendered
         during the term of this Agreement are set forth in Exhibit B hereto.

   4.2   Finished Product Disposition

         4.2.1  In accordance with Section 3.6., upon Batch Release by SEATTLE
                GENETICS, the Product shall be shipped F.O.B. Gensia Sicor's
                plant in Irvine, California in accordance with the instructions
                on the applicable Purchase Order and the terms of this
                Agreement. A Certificate of Analysis shall accompany each Batch
                of Product shipped. In no event shall Gensia Sicor be required
                to ship any Batch prior to the SEATTLE GENETICS Batch Release
                date.

         4.2.2  Delivery of the Product by Gensia Sicor to SEATTLE GENETICS
                shall be deemed to have taken place upon delivery at the
                Facility to the common carrier designated by SEATTLE GENETICS in
                the applicable Purchase Order (or, if none, a common carrier
                reasonably selected by Gensia Sicor and approved in writing by
                SEATTLE GENETICS). Gensia Sicor will not be liable for loss or
                damage to the Product resulting from [***].

         4.2.3  All shipping costs related to the distribution of finished
                dosage Product to a designated recipient, including but not
                limited to all actual freight costs, taxes, duties, import or
                export fees, transport fees, shipping documentation, will be the
                sole responsibility of SEATTLE GENETICS. Such charges will be
                invoiced upon occurrence.

   4.3   Shipment Under Quarantine. At SEATTLE GENETICS' discretion and with
         Gensia Sicor's consent, SEATTLE GENETICS may authorize a shipment of
         Product

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         under quarantine. If the Product fails testing, due to the fault of
         Gensia Sicor, the cost of shipping the Product back to Gensia Sicor
         shall be borne by Gensia Sicor. If the Product fails testing due to the
         fault of SEATTLE GENETICS, the cost of shipping the Product back to
         Gensia Sicor shall be borne by SEATTLE GENETICS.

   4.4   Storage.

         4.4.1  Storage of API. At any one time Gensia Sicor will store API, in
                quantities not to exceed that sufficient for the manufacture of
                two forecasted Batches, at no charge, subject to increase upon
                mutual agreement of the parties.

         4.4.2  Storage of Finished Product. Gensia Sicor will store the Product
                at no charge for up to [***] ([***]) [***] following SEATTLE
                GENETICS' Batch Release. In the event that SEATTLE GENETICS
                requires a delay in shipment of finished Product and SEATTLE
                GENETICS communicates such change in writing prior to Gensia
                Sicor Batch Release, Gensia Sicor will either disposition the
                Product to a SEATTLE GENETICS specified public pharmaceutical
                warehouse or, as space permits, store the finished Product and
                invoice SEATTLE GENETICS for the Batch(s). In the event that
                Gensia Sicor stores Product for more than [***] ([***]) [***]
                following SEATTLE GENETICS Batch Release, Gensia Sicor shall
                charge SEATTLE GENETICS according to the rates set forth on
                Exhibit B.

   4.5   Payment.

         4.5.1  Gensia Sicor shall invoice SEATTLE GENETICS upon the later of:
                (i) Gensia Sicor's issuance of a Batch Record to SEATTLE
                GENETICS with respect to a Batch, or (ii) SEATTLE GENETICS'
                acceptance of such Batch. Except as otherwise provided in this
                Agreement, all invoices shall be due and payable net [***]
                ([***]) [***] from the date of the invoice. A late payment
                service charge of [***] per month (or the highest amount
                permitted by law, if lower than [***]) shall be paid on all
                amounts that are past due more than [***] ([***]) [***] from the
                date of invoice.

         4.5.2  SEATTLE GENETICS shall pay Gensia Sicor the invoiced amount for
                Batch Processing Charges of each conforming Batch of Product
                pursuant to Exhibit B hereto. In addition, SEATTLE GENETICS
                shall pay Gensia Sicor for any other services rendered (as
                agreed in advance between the Parties in writing) at the rates
                set forth on Exhibit B. Gensia Sicor shall invoice SEATTLE
                GENETICS for such tasks and activities promptly after
                completion, and such invoices shall be payable [***] ([***])
                [***] after the issuance of such invoice.

         4.5.3  SEATTLE GENETICS shall make payment to Gensia Sicor in US
                dollars only within [***] ([***]) [***] of the date of invoice,
                either by check or by wire transfer to the bank account set
                forth below, unless otherwise agreed in writing by the Parties.

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`               Bank:                   Bank of America

                                        450 B. Street, Suite 100

                                        San Diego, CA  92101

                Routing No.:            121000358

                Account Name:           Gensia Sicor Pharmaceutical Sales, Inc.

                Account No.:            14590-10560

                Swift/Sort Code:      BofAUS6S

   4.6   Taxes. Any federal, state, county or municipal sales or use tax, excise
         or similar charge, or other tax assessment (other than that assessed
         against Gensia Sicor's revenue or income), assessed or charged on the
         contract manufacture of Product pursuant to this Agreement, shall be
         paid by SEATTLE GENETICS.

                                    ARTICLE V
                                      TERM

   5.1   Term. This Agreement shall commence as of the Effective Date and shall
         continue a period of five (5) years from the Effective Date, unless
         earlier terminated pursuant to this Article V (the "Term").

   5.2   Termination.

         5.2.1  Termination for Breach.

                This Agreement may be terminated by either party upon [***]
                ([***]) [***] written notice, if the other party is in material
                breach with respect to the performance of any material condition
                or obligation under this Agreement and fails to cure such breach
                within [***] ([***]) [***] after receipt of notice thereof.

         5.2.2  Termination for Bankruptcy.

                This Agreement may be terminated by either party, forthwith, or
                at any time thereafter by notice to the other if the other
                becomes bankrupt or insolvent, or enters into liquidation
                whether compulsorily or voluntarily, or convenes a meeting of
                its creditors, or has a receiver appointed over all or part of
                its assets, or ceases for any reason to carry on business.

         5.2.3  Termination for Force Majeure.

                This Agreement may be terminated by a party, upon [***] ([***])
                [***] written prior notice in the event of the other party's
                inability to substantially perform its obligations hereunder for
                more than [***] ([***]) [***] due to an event of force majeure
                as defined in Section 10.2 herein.

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         5.2.4  Termination for [***].

                In the event that SEATTLE GENETICS elects to [***] as a result
                of [***], SEATTLE GENETICS may terminate this Agreement with
                [***] ([***]) [***] written notice to Gensia Sicor, provided
                that the [***].

   5.3   Accrued Liabilities. Termination of this Agreement for any reason shall
         not discharge either party's liability for obligations incurred
         hereunder and amounts unpaid at the time of such termination. SEATTLE
         GENETICS shall pay Gensia Sicor for any non-cancelable commitments and
         Work in Process and Materials (supplied by Gensia Sicor) that were to
         be used in the manufacture of Product hereunder and that are in Gensia
         Sicor's possession or on order upon termination of the Agreement. All
         Materials, Work in Process and finished goods of Product ordered by
         SEATTLE GENETICS in Gensia Sicor's possession shall be returned to
         SEATTLE GENETICS. In addition, the provisions of Articles I, VII, VIII
         and IX and Sections 2.1.1, 2.2.5, 2.2.6, 2.3, 2.5.3, 2.5.5, 5.3, 5.4,
         6.3, 6.4, 6.5 and 6.6 shall survive termination or expiration of this
         Agreement. Gensia Sicor's obligations to maintain and provide records
         and cooperate with SEATTLE GENETICS in connection with quality
         assurance and regulatory issues, shall survive the termination or
         expiration of this Agreement for a period ending on the earlier of (a)
         [***] ([***]) [***] or (b) [***], with such support to be provided to
         SEATTLE GENETICS at the labor rates set forth in Exhibit B.

   5.4   Property.

         5.4.1  In addition to the other obligations of the parties hereunder,
                each party shall return to the other party or to the other
                party's designee no later than [***] ([***]) [***] after the
                effective date of termination all of such other party's
                property, including, but not limited to, all proprietary
                information, in its possession, except to the extent required to
                be retained by law or to comply with such party's continuing
                obligations hereunder. In addition, Gensia Sicor shall
                reasonably assist SEATTLE GENETICS with respect to transfer or
                disposition of Equipment, at the labor rates set forth in
                Exhibit B.

         5.4.2  All Bulk Active Pharmaceutical Ingredients, Raw Materials,
                Components, Containers, and Labeling not necessary to complete
                Work In Progress (if such Work in Process has not been duly
                canceled by SEATTLE GENETICS) shall, at SEATTLE GENETICS'
                option, either be disposed of by Gensia Sicor in accordance with
                all applicable federal, state, and local laws and regulations or
                returned to SEATTLE GENETICS at SEATTLE GENETICS' expense in
                accordance with SEATTLE GENETICS' instructions.

   5.5   No Waiver. The failure of either party to terminate this Agreement by
         reason of the breach of any of its provisions by the other party shall
         not be construed as a waiver of the rights or remedies available for
         any subsequent breach of the terms and provisions of this Agreement.

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                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

   6.1   Each party hereby represents and warrants to the other party as
         follows:

         6.1.1  Existence and Power. Such party (a) is duly organized, validly
                existing and in good standing under the laws of the state in
                which it is organized; (b) has the power and authority and the
                legal right to own and operate its property and assets, to lease
                the property and assets it operates under lease, and to carry on
                its business as it is now being conducted; and (c) is in
                compliance with all requirements of applicable law, except to
                the extent that any noncompliance would not materially adversely
                affect such party's ability to perform its obligations under the
                Agreement.

         6.1.2  Authorization and Enforcement of Obligations. Such party (a) has
                the power and authority and the legal right to enter into this
                Agreement and to perform its obligations hereunder and
                thereunder and (b) has taken all necessary action on its part to
                authorize the execution and delivery of this Agreement and the
                performance of its obligations hereunder. This Agreement has
                been duly executed and delivered on behalf of such party, and
                constitutes a legal, valid, binding obligation, enforceable
                against such party in accordance with its terms.

         6.1.3  No Consents. All necessary consents, approvals and
                authorizations of all governmental authorities and other persons
                required to be obtained by such party in connection with the
                Agreement have been obtained, except for those which cannot be
                obtained prior to the filing of an IND or NDA with respect to
                the Product.

         6.1.4  No Conflict. The execution and delivery of this Agreement and
                the performance of such party's obligations hereunder and
                thereunder do not (a) conflict with or violate any requirement
                of applicable laws or regulations or any material contractual
                obligation of such party and (b) materially conflict with, or
                constitute a material default or require any consent under, any
                material contractual obligation of such party. Gensia Sicor
                shall not in any event enter into any agreement or arrangement
                with any other party that would prevent or in any way interfere
                with Gensia Sicor's obligations pursuant to this Agreement.

   6.2   Adulteration and Misbranding. Gensia Sicor warrants that Product
         delivered to SEATTLE GENETICS pursuant to this Agreement shall, at the
         time of delivery not be adulterated or misbranded within the meaning of
         the Federal Food, Drug and Cosmetic Act, (the "Act") as amended, or
         within the meaning of any applicable state or municipal law in which
         the definitions of adulteration and misbranding are substantially the
         same as those contained in the Act, as the Act and such laws are
         constituted and effective at the time of delivery, and will not be an
         article which may not, under the provisions of Sections 404 and 505 of
         the Act, be introduced into interstate commerce.

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   6.3   Conformance to Product Specifications. Gensia Sicor warrants that
         Product delivered to SEATTLE GENETICS pursuant to this Agreement shall
         conform to the Manufacturing Standards and that such Product shall (i)
         be free from defects in material and workmanship, (ii) be manufactured
         in accordance with cGMP and all applicable FDA and other rules and
         regulations of the United States and (iii) be manufactured in
         accordance with Section 3.1 hereof. GENSIA SICOR MAKES NO OTHER
         WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT. ALL OTHER
         WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE
         IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE ARE HEREBY DISCLAIMED BY GENSIA SICOR. EXCEPT AS SET FORTH IN
         ARTICLE VII, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT,
         INCIDENTAL OR COMMERCIAL CONSEQUENTIAL DAMAGES.

   6.4   DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
         GENSIA SICOR AND SEATTLE GENETICS MAKE NO REPRESENTATIONS AND EXTEND NO
         WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR
         OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF DESIGN,
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A
         COURSE OF DEALING OR USAGE OF TRADE PRACTICE.

   6.5   Exceptions. The warranties set forth in Sections 6.2 and 6.3 herein
         shall not apply to any Product which: (i) has been tampered with or
         otherwise altered other than by Gensia Sicor or any employee or agent
         of Gensia Sicor; (ii) has been subjected to misuse, negligence or
         accident other than by Gensia Sicor or any employee or agent of Gensia
         Sicor; (iii) has been stored, handled or used by others in a manner
         contrary to current good manufacturing practices or similar
         requirements after shipment to SEATTLE GENETICS; or (iv) has expired
         its stated shelf life, provided that no more than [***] ([***]) [***]
         of the total approved shelf life for each dosage form of Product had
         expired upon delivery of such Product to SEATTLE GENETICS.

   6.6   Licensing. Gensia Sicor represents and warrants that it has obtained
         and will maintain on a current basis and will comply with all licenses,
         permits and approvals of applicable governmental agencies as may be
         required to manufacture, test and store the Product pursuant to this
         Agreement and perform its other obligations hereunder. Gensia Sicor
         shall be responsible for obtaining and maintaining licenses and permits
         for manufacture, testing and storage of the Product and ensuring that
         its facilities used in the manufacture of the Product meet cGMPs in all
         respects.

   6.7   Compliance with Laws. Gensia Sicor represents and warrants that it
         shall comply in all respects with all United States federal, state,
         provincial, local and foreign laws, regulations and other requirements
         applicable to the manufacture, testing, handling, transportation,
         storage and disposal of the Product and the performance of Gensia
         Sicor's obligations under this Agreement. Gensia Sicor shall have sole
         responsibility for adopting and enforcing safety procedures for the
         handling and manufacture of the Product at its facilities and the
         proper handling and proper

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              disposal of waste relating thereto. SEATTLE GENETICS shall provide
              Gensia Sicor with written notice of any additional laws and
              regulatory requirements of countries other than the United States
              that relate to the manufacture of the Product for such other
              countries. Gensia Sicor shall use reasonable commercial efforts to
              comply with such additional laws and requirements, and shall
              provide SEATTLE GENETICS with prompt written notice of whether
              Gensia Sicor is able to do so. All reasonable expenses incurred by
              Gensia Sicor to comply with additional laws and regulatory
              requirements related to the Product will be borne exclusively by
              SEATTLE GENETICS, at the rates set forth in Exhibit B.

                                   ARTICLE VII
                                 INDEMNIFICATION

      7.1     By SEATTLE GENETICS. SEATTLE GENETICS shall be solely responsible
              for and shall defend, indemnify and hold Gensia Sicor harmless
              from and against all damages attributable to personal injury
              suffered or incurred by anyone (including any of Gensia Sicor's
              employees) and property damages of any third party to the extent
              caused by: (i) defects in the Product; (ii) failure by SEATTLE
              GENETICS to comply with the Act and the regulations thereunder;
              (iii) failure to provide warnings as required by law; (iv) the
              handling, transfusion, perfusion, injection or other use of the
              Product; (v) any willful act or omission or negligence of SEATTLE
              GENETICS or its employees, agents or other contractors in work
              performed in the production of the Product, except to the extent
              that such claims, suits, losses, damages, costs, fees or expenses
              arise or result from breach of Gensia Sicor's warranties hereof or
              from any negligent or intentionally wrongful act or omission of
              Gensia Sicor.

      7.2     By Gensia Sicor. Gensia Sicor shall be solely responsible for and
              shall defend, indemnify and hold SEATTLE GENETICS harmless from
              and against all damages attributable to personal injuries
              suffered or incurred by anyone (including any of SEATTLE GENETICS'
              employees) and property damages of any third party to the extent
              caused by: (i) a nonconformity of Product with the warranties
              under Sections 6.1, 6.2 and 6.3 hereof; (ii) Gensia Sicor's
              failure to comply with the Manufacturing Standards; (iii) any
              willful act or omission or negligence of Gensia Sicor or its
              employees, agents or other contractors in the manufacturing and
              testing of the Product; or (iv) failure of Gensia Sicor to comply
              with the Act and the regulations thereunder in the production of
              Product, except to the extent that such claims, suits, losses,
              damages, costs, fees or expenses arise or result from breach of
              SEATTLE GENETICS' warranties hereof or from any negligent or
              intentionally wrongful act or omission of SEATTLE GENETICS.

      7.3     Patent Indemnification. SEATTLE GENETICS shall defend, indemnify
              and hold Gensia Sicor and its employees, servants and agents
              harmless from and against any and all claims, demands, actions,
              suits, losses, damages, costs, expenses (including reasonable
              attorney's fees), and liabilities which Gensia Sicor may incur,
              suffer or be required to pay by reason of any patent infringement
              suit brought against Gensia Sicor because of Gensia Sicor's
              manufacture of Product

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              to the extent that the alleged infringement arose out of or
              related to Gensia Sicor's use of processes, compounds or other
              products the rights to which are claimed to be owned by SEATTLE
              GENETICS.

      7.4     Notice and Assistance. No indemnity under this Article VII shall
              be applicable unless the indemnified party gives the indemnifying
              party prompt notice of any claim, suit, or action brought against
              the indemnified party and allows the indemnifying party to defend
              the same (without prejudice to the right of the indemnified party
              to participate at its expense through counsel of its own choosing)
              and renders the indemnifying party all assistance reasonably
              necessary in defending against such claim, suit, or action. No
              party shall be required to pay over to another amounts called for
              under this Article VII until the final resolution of the claim,
              action, suit or proceeding from which the right to such payment
              arose.

                                  ARTICLE VIII
                                 CONFIDENTIALITY

      8.1     Generally. Each Party acknowledges that the Disclosing Party is in
              possession of Confidential Information relating to its products
              and technologies and such Confidential Information is the
              exclusive and confidential property of the Disclosing Party; and,
              except as otherwise expressly set forth herein, the Recipient
              shall have no rights or claims to such property. Confidential
              Information of the Disclosing Party shall be held in confidence by
              the Recipient and not disclosed to any person other than employees
              of the Recipient or its Affiliates or contractors or consultants
              retained by the Recipient or its Affiliates, in each case who are
              bound by duties of confidentiality substantially similar to those
              set forth in this Article VIII, except upon prior written consent,
              and shall not be used by the Recipient for any purpose except for
              development and manufacture of Seattle Genetics' products. The
              Receiving Party shall use the strictest standard of care that is
              practical to ensure that such employees, contractors and
              consultants do not disclose or make any unauthorized use of
              Confidential Information. The Receiving Party shall promptly
              notify the Disclosing Party upon discovery of any unauthorized use
              or disclosure of the Confidential Information. Confidential
              Information shall not include, and the obligations of
              confidentiality and use shall not apply to, disclosed information
              that:

                  (i)    is or becomes publicly available through no fault of
                         the Recipient or its individual employees, agents or
                         members amounting to a breach hereof;

                  (ii)   is lawfully obtained on a non-confidential basis by the
                         Recipient from a third party who is not obligated to
                         retain such information in confidence

                 (iii)   the Recipient can demonstrate, by competent evidence,
                         was known to it or any of its Affiliates without a duty
                         of nondisclosure from a source other than the
                         Disclosing Party or any of its Affiliates prior to the
                         disclosure hereunder.

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                 (iv)    the Recipient can demonstrate by its written records is
                         independently developed by employees of the Recipient
                         or an Affiliate of the Recipient, which employees were
                         neither privy to nor had access to the Confidential
                         Information and which is developed without use in any
                         way of the Confidential Information

                  (v)    must be disclosed to governmental agencies, provided
                         that: 1) this exception shall only apply to disclosure
                         to such agencies, and not to any other person or
                         entity; and 2) the disclosing Party (a) shall provide
                         the other Party with prompt notice (including copies of
                         all written requests or demands) of any proposed
                         disclosure to any governmental agency, with an
                         explanation of the Confidential Information of the
                         other Party to be disclosed; and (b) shall cooperate in
                         any lawful effort by the other Party to prevent, limit
                         or restrict disclosure of its Confidential Information
                         to such government agency.

      8.2     Termination. Within [***] ([***]) [***] following the termination
              of any agreement between the Parties hereto with respect to the
              subject matter Recipient agrees to promptly return all tangible
              items relating to the Confidential Information, including all
              written material, photographs, models, compounds, compositions and
              the like made available or supplied by the Disclosing Party to
              Recipient, and all copies thereof, upon the request of the
              Disclosing Party. Recipient further agrees to identify those
              persons to whom the Confidential Information that is the subject
              of this Agreement was disclosed upon request of the Disclosing
              Party.

                                   ARTICLE IX
                               GENERAL PROVISIONS

      9.1     Choice of Law. This Agreement shall be governed and interpreted,
              and all rights and obligations of the parties shall be determined,
              in accordance with the laws of the State of California.

      9.2     Force Majeure. Neither Gensia Sicor nor SEATTLE GENETICS shall be
              deemed to be in default nor be liable for loss, damage, or delay
              in performance, when and to the extent due to causes beyond its
              reasonable control or from fire, earthquake, strike, labor
              difficulties, insurrection or riot, embargo, utility or power
              failure, unforeseen mechanical failure, or any other unforeseeable
              cause or causes beyond the reasonable control and without the
              fault or negligence of the party so affected, or from defects or
              delays in the performance of its suppliers or subcontractors due
              to any of the foregoing enumerated causes.

      9.3     Notices. All notices, requests, demands, waivers, consents,
              approval or other communications to any party hereunder shall be
              in writing and shall be deemed to have been duly given if
              delivered personally to such party or sent to such party by
              telegram or telex or by registered or certified mail, postage
              prepaid, to its address as shown below:

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              SEATTLE
              GENETICS:    Seattle Genetics, Inc.
                           21823 30/th/ Drive SE
                           Bothell, WA 98102
                           Attention:   Chief Executive Officer
                           Facsimile:   (425) 527-4109

               Copy to:    Seattle Genetics, Inc.
                           21823 30/th/ Drive SE
                           Bothell, WA  98102
                           Attention:   General Counsel
                           Facsimile:   (425) 527-4109

          Gensia Sicor:    Gensia Sicor Pharmaceutical Sales, Inc.
                           19 Hughes
                           Irvine, CA 92618-1902
                           Attention:   Vice President, Business Development
                           Facsimile:   949/457-2852

               Copy to:    Gensia Sicor Pharmaceuticals, Inc.
                           19 Hughes
                           Irvine, CA 92618-1902
                           Attention:   General Counsel
                           Facsimile:   949/455-4744

              or to such other address as the addressee may have specified in a
              notice duly given to the sender as provided herein. Such notice,
              request, demand, waiver, consent, approval or other communications
              will be deemed to have been given as of the date so delivered,
              telegraphed, telexed, or five (5) days after so mailed.

      9.4     Severability. In the event that any provision of this Agreement
              that is not a material part of the consideration thereof shall be
              found in any jurisdiction to be illegal or unenforceable in law
              or equity, such finding shall in no event invalidate any other
              provision of this Agreement in that jurisdiction, and this
              Agreement shall be deemed amended to the minimum extent required
              to comply with the law of such jurisdiction.

      9.5     Entire Agreement. This Agreement sets forth the entire agreement
              reached between the parties hereto with respect to the
              transactions contemplated hereby and may not be amended or
              modified except by written instrument duly executed by both
              parties. Any and all previous agreements and understandings
              between the parties regarding the subject matter hereof, whether
              written or oral, are superseded by this Agreement. The failure of
              either party hereto to enforce at any time, or for any period of
              time, any provision of this Agreement shall not be construed as a
              waiver of such provision or of the right of such party thereafter
              to enforce each and every provision.

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      9.6     Assignment, Binding Effect. Neither party shall assign this
              Agreement, by operation of law or otherwise, except to an
              affiliate of such party, without the prior written consent of the
              other party, which consent shall not be unreasonably withheld, and
              any such attempted assignment without such consent shall be void;
              provided that either party may assign this Agreement without the
              other party's consent to a successor entity in connection with a
              merger, acquisition or sale of all or substantially all of such
              party's assets. No assignment shall be effective until the
              assignee shall have unconditionally assumed in writing all of the
              assignor's obligations hereunder and a written notice of such
              assignment is given to all the other parties. When duly assigned
              in accordance with the foregoing, this Agreement shall be binding
              upon and inure to the benefit of the assignee.

      9.7     Independent Contractor. Each party shall be and shall endeavor to
              act as the independent contractor of the other party. Neither
              party shall be the legal agent of the other for any purpose
              whatsoever and therefore has no right or authority to make or
              underwrite any promise, warranty or representation, to execute any
              contract or otherwise to assume any obligation or responsibility
              in the name of or on behalf of the other party, except to the
              extent specifically authorized in writing by the other party.
              Neither of the parties hereto shall be bound by or liable to any
              third persons for any act or for any obligation or debt incurred
              by the other toward such third party, except to the extent
              specifically agreed to in writing by the party so to be bound.

      9.8     Headings. All section headings contained in this Agreement are for
              convenience of reference only, do not form a part of this
              Agreement and shall not affect in any way the meaning or
              interpretation of this Agreement.

      9.9     Other Terms. Parties agree to such other Product specific terms
              and conditions as set forth in Exhibits A through E.

      9.10    Insurance. Gensia Sicor shall maintain, at its expense, (a) not
              less than $[***] of property insurance covering all bulk, finished
              or in-process inventory of in-process or finished Product while on
              Gensia Sicor's premises or under Gensia Sicor's control and (b)
              not less than $[***] of products liability insurance, on an
              aggregate and per incident basis. Such property insurance shall be
              in the form of an "all risks" policy and shall include earthquake
              damage insurance. Gensia Sicor shall name SEATTLE GENETICS as an
              additional insured on (a) Gensia Sicor's property insurance policy
              and (b) Gensia Sicor's products liability insurance policy, but
              only with respect to those claims for which Gensia Sicor is
              required to indemnify SEATTLE GENETICS under Article VIII hereof.
              Upon, request, Gensia Sicor will provide to SEATTLE GENETICS
              certificates of insurance. All insurance required under this
              Agreement shall be maintained during the Term, and SEATTLE
              GENETICS shall be notified promptly of any cancellation or notice
              of cancellation received in connection with such insurance
              polices. Notwithstanding the foregoing, Gensia Sicor shall be
              obligation to maintain all products liability insurance obtained
              by it pursuant to this Section 9.10 during the Term and for a
              period of [***] ([***]) [***] following expiration or termination
              of this Agreement, and SEATTLE GENETICS shall be notified promptly
              of any cancellation or notice of cancellation received in

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              connection with such insurance policy. SEATTLE GENETICS shall
              maintain, at its expense, not less than $[***] of commercial
              general liability insurance, on an aggregate and per incident
              basis. SEATTLE GENETICS shall name Gensia Sicor as an additional
              insured on SEATTLE GENETICS' commercial general liability
              insurance policy, but only with respect to those claims for which
              SEATTLE GENETICS is required to indemnify Gensia Sicor under
              Article VIII hereof. Upon request, SEATTLE GENETICS will provide
              to Gensia Sicor certificates of insurance. All insurance required
              under this Agreement shall be maintained during the Term, and
              Gensia Sicor shall be notified promptly of any cancellation or
              notice of cancellation received in connection with such insurance
              polices. Notwithstanding the foregoing, SEATTLE GENETICS shall be
              obligation to maintain all commercial general liability insurance
              obtained by it pursuant to this Section 9.10 during the Term and
              for a period of [***] ([***]) [***] following expiration or
              termination of this Agreement, and Gensia Sicor shall be notified
              promptly of any cancellation or notice of cancellation received
              in connection with such insurance policy.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

SEATTLE GENETICS, INC.                       GENSIA SICOR PHARMACEUTICALS, INC.

By:        /s/ Clay Siegall                  By:        /s/ Armand J. LeBlanc
           ----------------                             ---------------------
Name:      Clay B. Siegall                   Name:      Armand J. LeBlanc
Title:     President and CSO                 Title:     President
Date:      10-10-02                          Date:      10-9-02

GENSIA SICOR PHARMACEUTICAL SALES, INC.

By:      /s/ Armand J. LeBlanc
         ---------------------
Name:    Armand J. LeBlanc
Title:   President
Date:    10-09-02

                                       27

Source: OneCLE Business Contracts.