ZYMOGENETICS INC Contracts & Agreements

AGREEMENT AND PLAN OF MERGER BY AND AMONG BRISTOL-MYERS SQUIBB COMPANY, ZEUS ACQUISITION CORPORATION AND ZYMOGENETICS, INC. Dated as of September 7, 2010 TABLE OF CONTENTS (Filed With SEC on September 9, 2010)

FORM OF TENDER AND SUPPORT AGREEMENT (Filed With SEC on September 9, 2010)

ZYMOGENETICS, INC. RETENTION AND SEVERANCE PLAN CONSOLIDATED PLAN AND SUMMARY PLAN DESCRIPTION Adopted August 27, 2010 Amended through September 7, 2010 (Filed With SEC on September 9, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on March 1, 2010)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on March 1, 2010)

THIRD RESTATED LICENSE AGREEMENT (Filed With SEC on March 1, 2010)

Amendment to U.S.Co-Promotion Agreement (Filed With SEC on March 1, 2010)

Amendment To License andCollaboration Agreement (Filed With SEC on March 1, 2010)

AMENDMENT NO. 1 TO FACILITY AGREEMENT (Filed With SEC on March 1, 2010)

AMENDMENT NO. 2 TO FACILITY AGREEMENT (Filed With SEC on March 1, 2010)

ZYMOGENETICS, INC. (Filed With SEC on January 7, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on November 5, 2009)

AMENDED AND RESTATED STOCK OPTION GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS UNDER THE ZYMOGENETICS 2001 STOCK INCENTIVE PLAN (As amended and restatedeffective October 1, 2009) (Filed With SEC on November 5, 2009)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on August 3, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on August 3, 2009)

SEPARATION AGREEMENT AND RELEASE (Filed With SEC on August 3, 2009)

CO-DEVELOPMENT/CO-PROMOTION AND LICENSE AGREEMENT RELATING TO TYPE-3 INTERFERON FAMILY by and among ZymoGenetics, Inc. and ZymoGenetics, LLC and Bristol-Myers Squibb Company... (Filed With SEC on May 6, 2009)

License and Transfer Agreement for IL-21 Protein (Filed With SEC on May 6, 2009)

ZYMOGENETICS, INC. Executive Compensation Program (Filed With SEC on May 6, 2009)

EMPLOYMENT AGREEMENT (Filed With SEC on May 6, 2009)

[AMENDED AND RESTATED] EMPLOYMENT AGREEMENT (Filed With SEC on May 6, 2009)

RELEASE AND LICENSE AGREEMENT (Filed With SEC on March 6, 2009)

FIRST AMENDED AND RESTATED DEVELOPMENT AND (Filed With SEC on November 5, 2008)

FIRST AMENDED AND RESTATED STRATEGIC ALLIANCE AGREEMENT (Filed With SEC on November 5, 2008)

FACILITY AGREEMENT (Filed With SEC on August 5, 2008)

PROMISSORY NOTE June 26, 2008 (Filed With SEC on August 5, 2008)

ROYALTY AGREEMENT (Filed With SEC on August 5, 2008)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on August 5, 2008)

FORM OF DEERFIELDWARRANT (Filed With SEC on August 5, 2008)

[AMENDED AND RESTATED] EMPLOYMENT AGREEMENT (Filed With SEC on August 5, 2008)

RESTATED OFFICE LEASE AGREEMENT (Filed With SEC on May 6, 2008)

FIRST AMENDMENT TO ZYMOGENETICS DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES (Filed With SEC on May 6, 2008)

SECOND AMENDMENT TO ZYMOGENETICS DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES (Filed With SEC on May 6, 2008)

THIRD AMENDMENT TO ZYMOGENETICS DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES (Filed With SEC on May 6, 2008)

LICENSE AGREEMENT FOR RECOMBINANT FACTOR XIII (Filed With SEC on February 29, 2008)

Amendment No. 1 to Manufacturing Services Agreement relating to rhThrombin (Filed With SEC on February 29, 2008)

FIRST AMENDMENT (Filed With SEC on October 31, 2007)

U.S. CO-PROMOTION AGREEMENT BYAND BETWEEN ZYMOGENETICS, INC. (Filed With SEC on August 1, 2007)

LICENSE AND COLLABORATION AGREEMENT BY AND BETWEEN ZYMOGENETICS,INC. AND BAYER SCHERING PHARMA A.G. EFFECTIVEAS OF JUNE 18, 2007 [ * ] = omitted, confidential material, which... (Filed With SEC on August 1, 2007)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on August 1, 2007)

ZYMOGENETICS, INC. 2001 STOCK INCENTIVE PLAN (Filed With SEC on August 1, 2007)

Manufacturing ServicesAgreement relating to rhThrombin Between Patheon Italia S.p.A. - and - ZymoGenetics, Inc. Effective: 1 January 2006 (Filed With SEC on May 2, 2007)

AMENDED AND RESTATED STOCK OPTION GRANT PROGRAM FOR (Filed With SEC on March 1, 2007)

SUBLEASE AGREEMENT (Filed With SEC on March 1, 2007)

ASSIGNMENT OF LEASE AND CONSENT TO ASSIGNMENT (Filed With SEC on March 1, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on August 3, 2006)

EMPLOYMENT AGREEMENT (Filed With SEC on November 3, 2005)

COLLABORATIVE DATA SHARING AND CROSS-LICENSE AGREEMENT FOR IL-21 PROTEIN by and between ZymoGenetics, Inc. and (Filed With SEC on November 3, 2005)

ADDENDUM TO (Filed With SEC on November 3, 2005)

LANDLORDS CONSENT TO SUBLEASE (Filed With SEC on November 3, 2005)

ZYMOGENETICS, INC. (a Washington corporation) 7,500,000 Shares of Common Stock (Filed With SEC on August 4, 2005)

STOCK OPTION GRANT PROGRAM FOR NONEMPLOYEE DIRECTORS UNDER THE ZYMOGENETICS 2001 STOCK INCENTIVE PLAN (Filed With SEC on March 14, 2005)

STRATEGIC ALLIANCE AGREEMENT by and between (Filed With SEC on March 14, 2005)

EXHIBIT 10.45 (Filed With SEC on March 14, 2005)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on February 8, 2005)

EMPLOYMENT AGREEMENT (Filed With SEC on November 8, 2004)

AMENDMENT NO. 2 TO LEASE (Filed With SEC on August 9, 2004)

Amendment to 6 August 1982 Insulin Agreement (Filed With SEC on August 9, 2004)

Addendum to 6 August 1982 Insulin Agreement (Filed With SEC on August 9, 2004)

ZYMOGENETICS, INC. DEVELOPMENT AND SUPPLY AGREEMENT (Filed With SEC on March 29, 2004)

EMPLOYMENT AGREEMENT (Filed With SEC on November 13, 2003)

ZYMOGENETICS, INC. (a Washington corporation) (Filed With SEC on October 15, 2003)

FIRSTAMENDMENT TO ZYMOGENETICS, INC. SHAREHOLDERS AGREEMENT (Filed With SEC on May 9, 2002)

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ZYMOGENETICS INC Contracts & Agreements