This ROYALTY AGREEMENT (this “ Agreement ”), dated June 26, 2008, is made by and between Deerfield Private Design
Fund, L.P., a Delaware limited partnership (“ Design Fund ”), and Deerfield Private Design International, L.P., a British Virgin
Islands limited partnership (“ Design International ” and together with Design Fund, “ Deerfield ”) and ZymoGenetics, Inc., a
Washington corporation (“ ZymoGenetics ”).
ZymoGenetics is a pharmaceutical company that holds Department of Health and Human Services U.S. License No. 1758
(including all supplements, the “ Recothrom License ”) to manufacture Thrombin topical (Recombinant) powder for solution for
topical use labeled with the proprietary name RECOTHROM™. Deerfield and ZymoGenetics have entered into a Facility
Agreement, dated as of the date hereof, pursuant to which Deerfield will lend funds to ZymoGenetics pursuant to the terms and
conditions set forth therein (as amended, supplemented and replaced from time to time, the “ Facility Agreement ”). As part of
the consideration for Deerfield entering into the Facility Agreement, ZymoGenetics has agreed to pay Deerfield a royalty on
future sales of Recothrom Products pursuant to the terms and conditions set forth herein.
Statement of Agreement
The Parties agree as follows:
1. Definitions . Capitalized terms shall have the meaning set forth in this section. Unless the context requires otherwise, words in
the singular include the plural, words in the plural include the singular, and words importing any gender shall be applicable to all
genders. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as
another part of speech (such as a verb).
(a) “ Affiliate ” means with respect to any Person, each other Person that directly or indirectly, through one or more
intermediaries, owns or controls, is controlled by or is under common control with, such Person. For the purpose of this