8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2005

Seattle Genetics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	0-32405	91-1874389
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

21823 30^th Drive SE

Bothell, Washington 98021

(Address of principal executive offices, including zip code)

(425) 527-4000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On August 23, 2005, Seattle Genetics, Inc. (the “Company”) announced the retirement of Tim J. Carroll as the Company’s Chief Financial Officer. Mr. Carroll has served as the Company’s CFO since 2000 and will continue to serve as a consultant to the Company for a four (4) month transition period. The Company entered into a Consulting and Severance Agreement (the “Consulting Agreement”) with Mr. Carroll on August 22, 2005. The Consulting Agreement is filed with this report as Exhibit 10.1 and its contents are incorporated by reference into this Item 1.01. The material terms and conditions of the Consulting Agreement are summarized in Item 5.02 below and the content of such summary is incorporated into this Item 1.01 by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 23, 2005, the Company announced the appointment of Todd E. Simpson, age 44, as the Company’s Chief Financial Officer effective as of October 4, 2005. Since October 2001, Mr. Simpson has served as Vice President, Finance and Administration and Chief Financial Officer of Targeted Genetics, a biotechnology company. From January 1996 to October 2001, Mr. Simpson served as Vice President, Finance and Administration and CFO of Aastrom Biosciences, Inc., a biotechnology company. From August 1995 to December 1995, he served as Treasurer of Integra LifeSciences Corporation, a biotechnology company, which acquired Telios Pharmaceuticals, Inc., in August 1995. From 1992 until its acquisition by Integra, he served as Vice President of Finance and CFO of Telios and in various other finance-related positions. Mr. Simpson is a certified public accountant, and from 1983 to 1992 he practiced public accounting with the firm of Ernst & Young LLP.

Mr. Simpson and the Company have entered into an offer letter that sets out certain terms that will be included in a definitive employment agreement to be entered into by the Company and Mr. Simpson at a later date. Upon commencement of his employment, Mr. Simpson will also enter into an indemnification agreement with the Company. Pursuant to the offer letter, Mr. Simpson’s base salary will be $260,000 annually and he will be eligible to receive an annual bonus at an incentive target of thirty percent (30%) of his base salary. Mr. Simpson will receive a bonus of $20,000 payable upon commencement of his employment and $25,000 payable upon the six (6) month anniversary of his commencement date. Mr. Simpson will also receive an option to purchase 250,000 shares of the Company’s common stock at fair market value on the date of grant with a four (4) year vesting period, subject to Mr. Simpson’s continued employment with the Company and the terms of the Company’s 1998 Stock Option Plan. If Mr. Simpson’s employment is terminated by the Company without cause or he resigns due to a reduction of his duties or compensation after a change in control of the Company, Mr. Simpson will be entitled to twelve (12) months of base salary, pro-rated bonuses and health benefits continuation. Additionally, Mr. Simpson will be entitled to receive acceleration of the vesting of his outstanding stock options under certain circumstances. Mr. Simpson and the Company have not engaged in any other transactions other than the offer letter, the terms of which are described above. A copy of the press release announcing Mr. Simpson’s appointment is attached as Exhibit 99.1.

On August 22, 2005, the Company and Tim J. Carroll entered into the Consulting Agreement in connection with his retirement as the Company’s CFO effective as of October 3, 2005. Pursuant to the Consulting Agreement, Mr. Carroll will serve as a full-time consultant receiving his full base salary for three (3) months until January 3, 2006 and then will serve as a consultant on a part-time basis receiving fifty percent (50%) of his base salary for one (1) month until February 3, 2006. He will also receive a bonus for the year 2005 equal to thirty percent (30%) of his base salary, payable upon the Company’s payment of other 2005 executive officer bonuses. In addition, Mr. Carroll’s options to purchase shares of the Company’s common stock will continue to vest through the period he is providing consulting services to the Company. The Company will also pay COBRA benefits through May 30, 2006 for Mr. Carroll. The Consulting Agreement is filed with this report as Exhibit 10.1 and its contents are incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

10.1	Consulting and Severance Agreement by and between the Company and Tim J. Carroll dated August 22, 2005.
99.1	Press Release of Seattle Genetics, Inc. dated August 23, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEATTLE GENETICS, INC.
Date: August 23, 2005	By:	/s/ Clay B. Siegall
		Clay B. Siegall
		President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Consulting and Severance Agreement by and between the Company and Tim J. Carroll dated August 22, 2005.
99.1	Press Release of Seattle Genetics, Inc. dated August 23, 2005.

EX-10.1

EXHIBIT 10.1

SEATTLE GENETICS, INC.

CONSULTING AND SEVERANCE AGREEMENT

This Consulting and Severance Agreement (the “Agreement”) is entered into as of August 22, 2005 (the “Effective Date”) by and between Seattle Genetics, Inc. (the “Company”) and Tim J. Carroll (“Consultant”).

WHEREAS, Consultant has been employed as the Company’s Chief Financial Officer;

WHEREAS, the Company and Consultant have mutually agreed to terminate Consultant’s employment relationship and to begin a consulting relationship on the terms set forth below;

NOW, THEREFORE, in consideration of the mutual promises made herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Consultant hereby agree as follows:

1. Termination of Employment and Consulting Relationship. The effective date of the termination of Consultant’s employment with the Company shall be October 3, 2005 (the “Termination Date”). Consultant shall, until otherwise directed by the Company, continue to perform all of his regular job duties and responsibilities for the Company through the Termination Date and continue to comply with all Company policies and procedures. The Company shall pay to Consultant all salary, wages, accrued and unused vacation through the Termination Date and any and all other benefits due to Consultant with respect to his employment, except bonus payments to Consultant which are provided for in Section 2 below. Beginning October 4, 2005, in consideration for the release of claims set forth in Section 4 below and other obligations and benefits under this Agreement, Consultant will provide consulting services (the “Services”) at a full-time capacity for three (3) months through January 3, 2006 and then at half-time capacity for one (1) month from January 4, 2006 through February 3, 2006 as set forth in Section 3 of this Agreement.

2. Consideration. In consideration for the release of claims set forth in Section 4 below and other obligations under this Agreement, including the provision of the Services during the periods set forth above, and provided that Consultant does not revoke his execution of this Agreement during the Revocation Period described in Section 5 below, the Company agrees to provide to Consultant the following benefits following the Termination Date: (a) the Company will enter into a consulting arrangement with Consultant under the terms and conditions set forth in Section 3 below; (b) continued health insurance benefits (through COBRA) from the Termination Date through May 30, 2006; and (c) the bonus normally payable to Consultant as if Consultant worked full-time during 2005, using an earned rate of one hundred percent (100%) at the thirty percent (30%) threshold for the Chief Financial Officer position with such bonus paid at the same time as the Company pays bonuses to the other executives in the Company.

3. Consulting Arrangement.

(a) Fees and Options. As consideration for the Services to be provided by Consultant and other obligations, the Company will compensate Consultant at the rate of $19,066.68 per month during the three (3) month period that Services are provided on a full-time basis from October 4, 2005 through January 3, 2006, and at the rate of $9,533.34 per month during the one (1) month period that Services are provided on a half-time basis from January 4, 2006 through February 3, 2006. In addition, Consultant’s options for the Company’s common stock outstanding at the date of this Agreement shall continue to vest during Consultant’s performance of Services in accordance with the terms of the Company’s 1998 Stock Option Plan and Consultant’s stock option agreements.

(b) Expenses. Effective as of October 3, 2005, Consultant shall not be authorized to incur on behalf of the Company any expenses exceeding $1,500.00 without the prior written consent of the Company’s President and Chief Executive Officer. As a condition to receipt of reimbursement, Consultant shall be required to submit to the Company reasonable evidence that the amount involved was expended and related to Services provided under this Agreement.

(c) Term. Consultant shall serve as a consultant to the Company on an “at will” basis from October 4, 2005 through February 3, 2006.

(d) Independent Contractor. Consultant’s relationship with the Company beginning October 4, 2005 will be that of an independent contractor and not that of an employee. Consultant will not be eligible for any employee benefits except as set forth in this Agreement, nor will the Company make deductions for taxes from consulting fee payments made to Consultant pursuant to this Section 3, which will be Consultant’s responsibility. Consultant agrees to indemnify and hold the Company harmless from any liability for, or assessment of, any such taxes imposed on the Company by relevant taxing authorities. Consultant will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

(e) Supervision of Consultant’s Services. All services to be performed by Consultant, including but not limited to the Services, will be as agreed between Consultant and the Company’s President and Chief Executive Officer. Consultant shall use Consultant’s best efforts to perform the Services in a manner satisfactory to the Company.

(f) Conflicts with this Agreement. Consultant represents and warrants that he is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultant warrants that Consultant has the right to disclose or use all ideas, processes, techniques and other information, if any, which Consultant has gained from third parties, and which Consultant discloses to the Company in the course of performance of this Agreement, without liability to such third parties. Consultant represents and warrants that Consultant has not granted any rights or licenses to any intellectual property or technology that would conflict with Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the services required by this Agreement.

4. Release of Claims. In exchange for the consideration provided under this Agreement, Consultant and his successors and assigns hereby fully and forever release and discharge the Company, any of its subsidiaries or related companies, any Company-sponsored employee benefit plan in which Consultant participates and any of their officers, directors, trustees, stockholders, agents, employees, investors, stockholders, administrators, and their successors and assigns from any claim, duty, obligation or cause of action relating to any matters of any kind, whether known or unknown, suspected or unsuspected, that Consultant may possess arising from any omissions, acts or facts that have occurred up until and including the date of this Agreement, including, without limitation:

(a) any and all claims relating to or arising from Consultant’s employment relationship with the Company and termination of that relationship;

(b) any and all claims relating to, or arising from, Consultant’s right to purchase, or actual purchase of shares of stock of the Company;

(c) any and all claims for personal injury, wrongful discharge of employment, breach of contract (both express and implied), breach of a covenant of good faith and fair dealing (both express and implied), negligent or intentional infliction of emotional distress, negligent or intentional misrepresentation, negligent or intentional interference with contract or prospective economic advantage and defamation;

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(d) any and all claims for violation of any federal, state or local statute, including, but not limited to the Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, the Employee Retirement Income Security Act, the Workers Retraining and Notification Act, and the Rev. Code of Washington Sections 49.45.010 et. seq. and 49.60.010 et. seq.;

(e) any and all claims arising out of any other state, federal or local laws and regulations relating to employment or employment discrimination; and

(f) any and all claims for attorney’s fees and costs.

Excepted from the above release are Consultant’s rights of indemnity under applicable law, the Indemnification Agreement described in Section 7 below, and/or the bylaws or certificate of incorporation of the Company as a former officer of the Company. Consultant and the Company agree that the release set forth in this Section 4 shall be and shall remain in effect as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement or to any rights or claims that may arise after the Effective Date.

5. Acknowledgement of Waiver of Claims under ADEA. Consultant acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Consultant and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date. Consultant acknowledges that the consideration given for this Agreement is in addition to anything of value to which Consultant was already entitled. Consultant further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days in which to consider this Agreement; (c) he has seven (7) days following executing this Agreement to revoke this Agreement (the “Revocation Period”); and (d) this Agreement shall not be effective until the Revocation Period has expired. Any revocation should be in writing and delivered to Kirsten Smith at the Company by close of business on the seventh (7^th) day from the date that Consultant signs this Agreement. Unless revoked in accordance with this Section 5, the Agreement will become final and irrevocable on the eighth (8^th) day following execution of this Agreement.

6. Confidentiality Agreement. Consultant represents and warrants that he has not breached his obligations to the Company under the terms of the Proprietary Information and Inventions Agreement previously entered into between Consultant and the Company (the “Proprietary Agreement”). Consultant shall continue to maintain the confidentiality of all confidential and proprietary information of the Company as provided by the Proprietary Agreement, which agreement shall remain in effect pursuant to its terms.

7. Indemnification Agreement. The Indemnification Agreement by and between the Company and Consultant dated January 2001 and attached hereto as Exhibit A shall remain in effect following the date of this Agreement in accordance with the terms of such Indemnification Agreement. The Company will provide Consultant indemnification pursuant to the Indemnification Agreement and the Company’s certificate of incorporation and bylaws, to the fullest extent authorized or permitted by law. The Company further agrees that with respect to the period of time in which Consultant was an officer of the Company, Consultant shall continue to be covered by any director and officer insurance policies that the Company may have in place from time to time in accordance with Section 7 of the Indemnification Agreement.

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8. Miscellaneous.

(a) Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties.

(b) Sole Agreement. This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof, but excluding any existing stock option agreements, the Proprietary Agreement and the Indemnification Agreement.

(c) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party’s address or facsimile number as set forth below, or as subsequently modified by written notice.

(d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Washington, without giving effect to the principles of conflict of laws.

(e) Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, said provision may be modified by the court to the extent necessary to render it enforceable and the remainder of this Agreement shall continue in full force and effect.

(f) Effective Date. This Agreement is effective after it has been signed by both parties and when eight (8) days have passed since Consultant has signed the Agreement, unless revoked by Consultant within seven (7) days after the date the Agreement was signed by Consultant.

(g) Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

(h) Press Release. Company will coordinate with Consultant regarding the press release and related regulatory filings announcing Consultant’s Termination Date and transition and Consultant shall approve of any such press release or publication; provided, that, Consultant may not unreasonably withhold such approval or prevent Company from satisfying any regulatory or legal obligations.

(h) Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties hereto. The parties acknowledge that:

They have read this Agreement;

They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

They understand the terms and consequences of this Agreement and of the releases it contains, and

They are fully aware of the legal and binding effect of this Agreement.

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Consultant acknowledges and agrees that he has been given at least twenty-one (21) days to decide whether to sign this Agreement, and has signed it only after full reflection and analysis. Consultant further acknowledges that Consultant has been encouraged to obtain an attorney’s independent counsel and advice, and that Consultant has read and understands the complete Agreement. By signing this Agreement prior to the expiration of the twenty-one (21) day period set forth in Section 5 herein, Consultant acknowledges and agrees that he had adequate time and opportunity to fully consider his rights and this release of them.

(i) Continuing Representations. Consultant expressly acknowledges and agrees that, if requested to do so by the Company, he will sign a Continuing Representations Certificate, in the form provided by the Company, on the Termination Date, reaffirming each of the waivers, releases, warranties and representations contained in this Agreement as of such date and that Consultant’s rights continue to be as defined by the terms of this Agreement as of such date.

[Signature Page Follows]

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The parties have executed this Agreement on the respective dates set forth below.

COMPANY:
SEATTLE GENETICS, INC.
By:	/s/ Clay B. Siegall
Its:	President and CEO
Address:	21823 30th Drive SE
	Bothell, WA 98021
Date:	August 22, 2005
CONSULTANT:
Tim J. Carroll
/s/ Tim J. Carroll
Signature
Address:	21823 30th Drive SE
	Bothell, WA 98021
Date:	August 22, 2005

EX-99.1

EXHIBIT 99.1

For Release:	Tuesday, August 23, 2005
	6:00 a.m. Pacific Time

Seattle Genetics Appoints Todd Simpson as New Chief Financial Officer

Tim Carroll, CFO since 2000, to retire

Bothell, WA – August 23, 2005 — Seattle Genetics, Inc. (Nasdaq: SGEN) announced today the appointment of Todd Simpson as Chief Financial Officer effective October 4, 2005. Mr. Simpson replaces Tim Carroll, who is retiring from the company following a transition period.

“Todd brings strong biotechnology industry experience, including senior financial positions with publicly traded companies,” said Clay B. Siegall, Ph.D., President and Chief Executive Officer of Seattle Genetics. “We look forward to his contributions as a member of the management team as we continue to advance our product pipeline, enter into strategic collaborations, consider capital-raising opportunities and build the organization for success.”

Todd Simpson, 44, has served as Vice President of Finance and Administration and Chief Financial Officer at Targeted Genetics since October 2001. From January 1996 to October 2001, he was Vice President, Finance and Administration and Chief Financial Officer of Aastrom Biosciences, Inc. Previously, he served in financial positions at other biotechnology firms, including Integra LifeSciences Corporation and Telios Pharmaceuticals, Inc. (which was acquired by Integra in 1995). Before that, he practiced public accounting with the firm of Ernst & Young LLP. Mr. Simpson is a certified public accountant. He received his B.S. in accounting and computer science from Oregon State University.

Tim Carroll, 54, who has served as Seattle Genetics’ Chief Financial Officer since 2000, is retiring. Along with finance, Mr. Carroll was responsible for the company’s information technology and facilities functions. He will continue to serve as a consultant through a transition period.

“Tim has made many significant contributions to Seattle Genetics during his more than five years with the company,” said Dr. Siegall. “He played an important role in the company’s financing activities, including our initial public offering in 2001, has been a remarkable liaison with our audit committee and external auditors, and his leadership was key to our successful navigation of the requirements of the Sarbanes-Oxley Act. We appreciate his commitment to the company and wish him well in his retirement.”

About Seattle Genetics

Seattle Genetics is a biotechnology company focused on the development of monoclonal antibody-based therapies for the treatment of cancer and immunologic diseases. The company is conducting clinical and preclinical development of a diverse portfolio of product candidates in a variety of oncology and immunology settings. In addition, Seattle Genetics has developed proprietary antibody-drug conjugate (ADC) technology comprised of highly potent synthetic drugs and stable linkers for attaching the drugs to monoclonal antibodies. The company currently has license agreements for its ADC technology with a number of leading biotechnology and pharmaceutical companies, including Genentech, Bayer, CuraGen and MedImmune. More information about Seattle Genetics’ pipeline and technologies can be found at www.seattlegenetics.com.

Certain of the statements made in this press release are forward-looking. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Specifically, statements regarding continued advancement of the company’s pipeline programs, collaboration activities and capital-raising considerations are forward-looking and actual results may differ materially from these statements for various reasons. Factors that may cause such a difference include risks related to adverse clinical results as our product candidates move into and advance in clinical trials, risks inherent in early stage development and failure by Seattle Genetics to secure collaborators or failure of those collaborators to perform their contractual obligations. More information about the risks and uncertainties faced by Seattle Genetics is contained in the Company’s filings with the Securities and Exchange Commission. Seattle Genetics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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CONTACT:

Peggy Pinkston

Corporate Communications

(425) 527-4160

ppinkston@seagen.com