EXHIBIT 10.27
Royalty Agreement Pertaining to the January 18, 1994
Agreement Relating to Platelet Derived Growth Factor as
Amended
This Royalty Agreement of January 1, 2000, (the "Agreement") governs the
disposition of the right to receive royalties by and between ZymoGenetics, Inc.,
a Washington corporation having a principal place of business at 0000 Xxxxxxxx
Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxx 00000 ("ZGI") and Novo Nordisk A/S, a Danish
corporation having a principal place of business at Xxxx Xxxx, XX-0000,
Xxxxxxxxx, Xxxxxxx ("NN").
WHEREAS, ZGI is engaged generally in the research and development of
biopharmaceutical products;
WHEREAS, ZGI, NN, Xxxxxxx & Xxxxxxx and Chiron Corporation entered into an
agreement dated January 18, 1994 relating to platelet derived growth factor and
amended the same on January 1, 1997 and June 5, 2000 (hereinafter, the "PDGF
Agreement");
WHEREAS, NN has been receiving royalties from Xxxxxxx & Xxxxxxx pursuant to the
PDGF Agreement; and
WHEREAS, as part of the spin-out of ZGI from NN and in acknowledgement of the
contribution of ZGI to the technology licensed pursuant to the PDGF Agreement,
NN and ZGI wish to direct future royalties under the PDGF Agreement to ZGI;
NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Right to Receive Royalties. As of January 1, 2000, the parties agree that
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all royalty payments made pursuant to the PDGF Agreement shall be made directly
to ZGI, or shall be delivered by NN to ZGI if the royalty payments are or were
made to NN. NN hereby irrevocably and unconditionally waives any right to
receive such royalty payments.
2. Governing Law. This Agreement shall be governed in all respects by the laws
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of the State of New York.
3. Entire Agreement. This Agreement constitutes the entire agreement between
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the parties and supersedes all prior oral and written agreements, understandings
or arrangements relating to the subject matter hereof. No addition to or
modification of any provision of this Agreement shall be binding upon the
parties, unless made in writing and signed by a duly authorized representative
of each of the parties.
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4. Severability. The parties agree that, if any provision of this Agreement
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shall for any reason be held to be invalid or unenforceable, such provision
shall be enforced to the maximum extent permitted by law and the parties'
fundamental intentions hereunder, and the remaining provisions hereof shall not
be affected, impaired or invalidated and shall continue in full force and
effect.
5. Counterparts. This Agreement may be executed in two or more counterparts
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, NN and ZGI have caused this Agreement to be executed in
their names by their properly and duly authorized officers or representatives.
Novo Nordisk A/S
/s/ Xxxx Xxxxxx Xxxxxxxx /s/ ILLEGIBLE
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Xxxx Xxxxxx Xxxxxxxx Xxxx Krogsgaard Xxxxxxx
Corporate Executive Vice President Corporate Vice President, Health Care
Discovery and Pre-Clinical Development
ZymoGenetics, Inc.
/s/ Xxxxx X.X. Xxxxxx
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Xxxxx X.X. Xxxxxx
President & CEO
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