Exhibit 10.2

SEATTLE GENETICS, INC.

2002 COMMON STOCK

PURCHASE AGREEMENT

Dated as of April 19, 2002

SEATTLE GENETICS, INC.

2002 COMMON STOCK PURCHASE AGREEMENT

This 2002 Common Stock Purchase Agreement (this "Agreement") is made as of April 19, 2002 between Seattle Genetics, Inc., a Delaware corporation with an office at 21823 30^th Drive S. E., Bothell, WA 98021 (the "Company"), and Genentech, Inc., a Delaware corporation with an office at 1 DNA Way, South San Francisco, CA 94080 (the "Purchaser").

RECITALS

WHEREAS, it is a condition of the Collaboration Agreement of even date herewith (the "Collaboration Agreement") by and between the Company and Purchaser that the Purchaser purchase from the Company shares of Common Stock, $0.001 par value per share ("Common Stock"), of the Company in a private placement; and

WHEREAS, the Company and the Purchaser wish to set forth the terms and conditions upon which the Company will issue and sell such shares to the Purchaser;

NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions contained herein, the Company and the Purchaser hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF SHARES

1.01 Purchase Price and Closings.

(a) First Closing. The Company will issue and sell to the Purchaser and, subject to the terms and conditions of this Agreement, the Purchaser will purchase from the Company that number of unregistered shares of the Company's Common Stock (the "Shares") equal to two percent (2%) of the capital stock of the Company (on a fully diluted basis including all shares of Common Stock reserved for issuance pursuant to the Company's stock option and employee stock purchase plans), up to a maximum dollar amount of$3,500,000.00 at a closing to be held on the date, at the location and at the time of execution of this Agreement by both the Company and Purchaser (the "First Closing"). The purchase price per share for the Shares to be issued and sold at the First Closing shall be the average closing price (based on a trading day from 9:30 a. m. to 4:00 p. m. (New York time)) of the Company's Common Stock as reported on the Nasdaq National Market for the thirty (30) trading days ending one (1) day prior to the First Closing.

(b) Second Closing. Beginning upon the date that [***] (the "[***]") and for a period of [***] thereafter, the Company shall have the right to sell to the Purchaser, at the Company's option, Shares equal to [***], at a closing to be held on a date [***] of the [***] and at the time and location designated by the Company (the "Second Closing"). The purchase price per share for the Shares to be issued and sold at the Second Closing shall be the average closing price (based on a trading day from 9:30 a. m. to 4:00 p. m. (New York time)) of the Company's Common Stock as reported on the Nasdaq National Market for the [***] ending on the later to occur of: (a) the [***]; or (b) the date that is [***] after the [***].

(c) General. Both the First Closing and the Second Closing (each referred to herein as a "Closing") shall be subject to the satisfaction of all of the conditions to Closing specified in Article II herein. At each Closing, the Company will issue and deliver a certificate evidencing the Shares sold to the Purchaser against payment of the full purchase price therefor by wire transfer of immediately available funds to an account designated by the Company.

1.02 Representations and Warranties by the Purchaser. The Purchaser represents and warrants to the Company that:

(a) it is an" accredited investor" as defined in Rule 501 (a) under the Securities Act of 1933, as amended (the "Securities Act");

(b) it will acquire the Shares for its own account, for the purpose of investment and not with a view to distribution or resale thereof;

(c) the execution of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser, and this Agreement has been duly executed and delivered, and constitutes a valid, legal, binding and enforceable agreement of the Purchaser, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies;

(d) it has taken no action which would give rise to any claim by any other person for any brokerage commissions, finders' fees or the like relating to this Agreement or the transactions contemplated hereby;

(e) it has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms of the offering of the Shares and to obtain additional information concerning the Company and its business, and has all of the information necessary for it to evaluate the merits and risks of an investment in the Shares and can bear the economic risks of such investment. The acquisition by the Purchaser of the Shares shall constitute a confirmation of these representations and warranties made by the Purchaser as of the date of such acquisition. The Purchaser further represents that it understands and agrees that, until registered under the Securities Act or transferred pursuant to the provisions of Rule 144 as promulgated by the Securities and Exchange Commission, all certificates evidencing any of the Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS."

详细内容见附件