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ZymoGenetics and Serono Establish Broad Strategic Research, Development and Commercialization Alliance.


SEATTLE & GENEVA -- Serono and ZymoGenetics to collaborate in the development of novel protein and antibody therapeutics

ZymoGenetics, Inc. (Nasdaq:ZGEN) and Serono (virt-x:SEO (Search Engine Optimization, Search Engine Optimizer) See search engine optimization. )(NYSE NYSE

See: New York Stock Exchange
:SRA SrA
abbr.
senior airman
) today announced their intent to enter into a broad partnership to research, develop and commercialize novel protein and antibody therapeutics based on discoveries made by ZymoGenetics.

As part of this alliance:

--Serono will gain access to a large portfolio of ZymoGenetics' genes and proteins for in-house evaluation and screening, and rights to license such proteins over the next five years.

--Serono will also have rights over the next five years to license up to twelve products arising from ZymoGenetics' internal core research projects. ZymoGenetics will have an option to co-develop and co-commercialize in the U.S. any products selected by Serono. Until November 2006, Serono's rights to exclusively license proteins outside the U.S. will be subordinate to certain existing options of Novo Nordisk under a separate agreement.

--ZymoGenetics will license to Serono exclusive worldwide rights to develop and commercialize products based on Fibroblast Growth Factor Fibroblast growth factors, or FGFs, are a family of growth factors involved in wound healing and embryonic development. The FGFs are heparin-binding proteins and interactions with cell-surface associated heparan sulfate proteoglycans have been shown to be essential for FGF  18 (FGF-18) and the Interleukin interleukin

Any of a class of naturally occurring proteins important in regulation of lymphocyte function. Several known types are recognized as crucial constituents of the body's immune system (see immunity).
 22 Receptor (IL-22R). In addition, the companies will co-develop Interleukin 31 (IL-31).

Expected payments to ZymoGenetics include:

--A payment of $20 million in exchange for the rights to license proteins over the next five years.

--The purchase of $50 million of ZymoGenetics' common stock.

--An equal share of profits from the co-commercialization of products in the U.S. for which ZymoGenetics has co-funded development.

--For every protein exclusively licensed or co-developed by Serono, up-front fees as well as potential milestone payments related to development progress, regulatory submissions and approvals.

--Royalty payments on product sales outside the U.S. and, to the extent ZymoGenetics elects not to co-develop products, on product sales in the U.S.

The terms of this agreement are subject to review by the United States Federal Trade Commission and Department of Justice, under the provisions of Section 7A of the Clayton Act A federal law enacted in 1914 as an amendment to the Sherman Anti-Trust Act (15 U.S.C.A. § 1 et seq. [1890]), prohibiting undue restriction of trade and commerce by designated methods.

The Clayton Act (15 U.S.C.A. § 12 et seq.
, 15 U.S.C. ss. 18a, as added by the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R.  of 1976.

"We are enthusiastic about building this alliance with Serono," said Bruce L.A. Carter, Ph.D., President and Chief Executive Officer of ZymoGenetics. "Maximizing the value of our broad pipeline requires the effort of a proven research, development and commercial enterprise. Serono has not only demonstrated its strengths in these areas, but also has proven an effective partner in our collaborative development of TACI-Ig. The combination of our resources should work to create value for both companies over the years ahead."

"We are very pleased to expand our fruitful collaboration with ZymoGenetics", said Ernesto Bertarelli, Chief Executive Officer of Serono. "By combining ZymoGenetics' strong pipeline of therapeutic protein candidates with our research and development capabilities, we are well positioned to bring to the market further innovative treatments for medical conditions with significant unmet needs."

Three license agreements for FGF-18, IL-22R and IL-31 will be entered into as part of this alliance. Serono will have worldwide exclusive rights for FGF-18 and IL-22R, which may be useful for repairing cartilage damaged by osteoarthritis osteoarthritis
 or osteoarthrosis or degenerative joint disease

Most common joint disorder, afflicting over 80% of those who reach age 70. It does not involve excessive inflammation and may have no symptoms, especially at first.
 or physical injury, and psoriasis, respectively. ZymoGenetics will retain co-development and co-commercialization rights in the U.S. for IL-31, which could be useful in treating inflammatory conditions such as asthma, psoriasis and inflammatory bowel disease inflammatory bowel disease
n. Abbr. IBD
Any of several incurable and debilitating diseases of the gastrointestinal tract characterized by inflammation and obstruction of parts of the intestine.
. In addition to the $20 million payment mentioned above, ZymoGenetics will receive initial license fees totaling $11.25 million related to these three projects. Total upfront and milestone payments under these licenses could exceed $100 million.

Serono reiterates its guidance for 2004 with an increase in total revenues of at least 12% and an increase in net income of at least 20% in local currencies.

ZymoGenetics will conduct a conference call/webcast in conjunction with today's release at 8:30 A.M. ET on Wednesday, September 8, 2004. The webcast will include a slide presentation. Members of the news media, investors and the general public are invited to access a live broadcast of the conference call via the ZymoGenetics website at http://www.zymogenetics.com/ir/events.php or through www.vcall.com. The event will be archived. The telephone replay will be available until 11:59 PM Pacific Time on September 14, 2004. The webcast will be available for replay until 11:59 PM Pacific Time on October 7, 2004.

Phone numbers and access codes for the conference call are as follows:
Live Call -- Domestic: 800-370-0740        International: 973-409-9259
An operator will answer calls for the live event.

Archived Call -- Domestic 877-519-4471     International: 973-341-3080

Replay Passcodes (required for playback):
Account #: 1628
Conference ID #: 5131574


About FGF-18

Fibroblast fibroblast /fi·bro·blast/ (fi´bro-blast)
1. an immature fiber-producing cell of connective tissue capable of differentiating into chondroblast, collagenoblast, or osteoblast.

2.
 growth factor-18 (FGF-18) plays an important role during skeletal development and appears to be a trophic trophic /tro·phic/ (tro´fik) (trof´ik) pertaining to nutrition.

troph·ic
adj.
Of, relating to, or characterized by nutrition.
 factor for chondrocytes, the cells that produce cartilage of the joint surfaces, in mammals. ZymoGenetics has previously shown that FGF-18 and the genes for two of its receptors are expressed by chondrocytes in adult human articular cartilage articular cartilage
n.
The cartilage covering the articular surfaces of the bones forming a synovial joint. Also called arthrodial cartilage, diarthrodial cartilage, investing cartilage.
. Addition of FGF-18 to the culture medium of these cells increased both their proliferation and their production of extracellular matrix extracellular matrix (eksˈ·tr·selˑ·y . Similar changes in chondrocyte chondrocyte /chon·dro·cyte/ (kon´dro-sit) one of the cells embedded in the lacunae of the cartilage matrix.chondrocyt´ic

chon·dro·cyte
n.
 proliferation and matrix deposition were observed at a number of sites following local or systemic delivery of FGF-18. These data suggest that FGF-18 may be useful for healing cartilage damaged by injury or disease.

About IL-22R

The IL-10 family cytokines Cytokines
Chemicals made by the cells that act on other cells to stimulate or inhibit their function. Cytokines that stimulate growth are called "growth factors.
 IL-20 and IL-22 are pro-inflammatory and each can signal via the receptor subunit IL-22R alpha. Considerable evidence supports the inflammatory roles of IL-20 and IL-22 in psoriasis including their elevated expression in psoriatic lesions, transgenic mice phenotypes, genetic association data and animal pharmacology. Expression of the receptor subunit IL-22R alpha is also elevated in psoriatic lesions. Current work is directed towards choosing the most suitable antagonist for evaluation in the treatment of psoriasis. Such antagonists may also have use in other instances of impaired epithelial barrier function, such as in inflammatory bowel disease.

About IL-31

ZymoGenetics researchers discovered Interleukin 31 (IL-31) using the Company's genomics-based discovery platform. Current in vitro in vitro /in vi·tro/ (in ve´tro) [L.] within a glass; observable in a test tube; in an artificial environment.

in vi·tro
adj.
In an artificial environment outside a living organism.
 and in vivo in vivo /in vi·vo/ (ve´vo) [L.] within the living body.

in vi·vo
adj.
Within a living organism.



in vivo adv.
 data suggest that IL-31 may affect cellular infiltration cellular infiltration
n.
The migration of cells from their sources of origin, or the direct extension of cells as a result of unusual growth and multiplication, into organs or tissues.
 and inflammation. Analysis of IL-31 and IL-31 receptor levels in human and murine murine /mu·rine/ (mur´en) pertaining to, derived from, or characteristic of mice or rats.

mu·rine
adj.
 disease tissues suggests that expression of IL-31, and/or its receptor, is significantly increased in the settings of inflammatory bowel disease, asthma and psoriasis. Further evidence suggests a potential role of IL-31 in the development of atopic dermatitis Atopic Dermatitis Definition

Eczema is a general term used to describe a variety of conditions that cause an itchy, inflamed skin rash. Atopic dermatitis, a form of eczema, is a non-contagious disorder characterized by chronically inflamed skin and
. A paper by ZymoGenetics scientists published in the July 2004 issue of the journal Nature Immunology characterizes IL-31, illustrates the hypothesized role of IL-31 in atopic dermatitis and respiratory disease, and suggests directions for future investigation of this cytokine Cytokine

Any of a group of soluble proteins that are released by a cell to send messages which are delivered to the same cell (autocrine), an adjacent cell (paracrine), or a distant cell (endocrine).
 and its role in human diseases.

About ZymoGenetics

ZymoGenetics is a biopharmaceutical company focused on the discovery, development and commercialization of therapeutic proteins for the prevention or treatment of human diseases. The Company is developing a diverse pipeline of potential proprietary product candidates that are moving into and through clinical development. These span a wide array of clinical opportunities that include bleeding, autoimmune diseases Autoimmune diseases
A group of diseases, like rheumatoid arthritis and systemic lupus erythematosus, in which immune cells turn on the body, attacking various tissues and organs.

Mentioned in: Complement Deficiencies, Premature Menopause
 and cancer. ZymoGenetics intends to commercialize these product candidates through internal development, collaborations with partners, and out-licensing of patents from its extensive patent portfolio. For further information, visit www.zymogenetics.com.

About Serono

Serono is a global biotechnology leader. The Company has eight biotechnology products, Rebif(R), Gonal-F(R), Luveris(R), Ovidrel(R)/Ovitrelle(R), Serostim(R), Saizen(R), Zorbtive(TM) and Raptiva(R) (Luveris(R) is not approved in the USA). In addition to being the world leader in reproductive health, Serono has strong market positions in neurology, metabolism and growth and has recently entered the psoriasis area. The Company's research programs are focused on growing these businesses and on establishing new therapeutic areas. Currently, there are approximately 30 ongoing development projects.

In 2003, Serono achieved worldwide revenues of US$2,018.6 million, and a net income of US$390.0 million, making it the third largest biotech company in the world. Its products are sold in over 90 countries. Bearer shares of Serono S.A., the holding company, are traded on the virt-x (SEO) and its American Depositary Shares American Depositary Share (ADS)

Foreign stock issued in the US and registered in the ADR system.
 are traded on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 (SRA).

Background material

For free B-roll, video and other content about Serono, please visit the Serono Media Center www.thenewsmarket.com/Serono. You can download print-quality images and receive broadcast-standard video digitally or by tape from this site. Registration and video is free to the media.

ZymoGenetics forward-looking statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These forward-looking statements are based on the current intent and expectations of the management of ZymoGenetics. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. ZymoGenetics' actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements because of risks associated with our unproven discovery strategy, preclinical and clinical development, regulatory oversight, intellectual property claims and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 and other risks detailed in ZymoGenetics' public filings with the Securities and Exchange Commission, including ZymoGenetics' Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 2003. Except as required by law, ZymoGenetics undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.

Serono forward-looking statements

Some of the statements in this press release are forward looking. Such statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Serono S.A. and affiliates to be materially different from those expected or anticipated in the forward-looking statements. Forward-looking statements are based on Serono's current expectations and assumptions, which may be affected by a number of factors, including those discussed in this press release and more fully described in Serono's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 25, 2004. These factors include any failure or delay in Serono's ability to develop new products, any failure to receive anticipated regulatory approvals, any problems in commercializing current products as a result of competition or other factors, our ability to obtain reimbursement coverage for our products, and government regulations limiting our ability to sell our products. Serono has no responsibility to update the forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this press release.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Geographic Code:4EXSI
Date:Sep 8, 2004
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