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ZYMOGENETICS INC filed this Form 424B5 on January 7, 2010.

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Entire Document (424B5) PAGE 1. Filed Pursuant to Rule 424(b)(5) Registration No. 333-155664 PAGE 2. TABLE OF CONTENTS PAGE 3. ABOUT THIS PROSPECTUS SUPPLEMENT PAGE 4. PROSPECTUS SUPPLEMENT SUMMARY PAGE 5. THE OFFERING PAGE 6. RISK FACTORS PAGE 7. If we fail to obtain or generate the capital we need to fund our operations, we will be unable to co PAGE 8. We are focused on a limited number of product candidates, and adverse developments with respect to o PAGE 9. N/A PAGE 10. Our ability to differentiate RECOTHROM in the marketplace may be limited if FDA challenges our promo PAGE 11. N/A PAGE 12. If we or others identify previously unknown side effects or safety concerns for RECOTHROM our busine PAGE 13. Pending litigation by our primary competitor for RECOTHROM could have an adverse impact on our busin PAGE 14. N/A PAGE 15. inter-partes PAGE 16. We may be unable to protect our unpatented proprietary technology and information. PAGE 17. With the termination of the co-promotion arrangement with Bayer as of the end of 2009, we are solely PAGE 18. N/A PAGE 19. N/A PAGE 20. Because we will depend on third parties to conduct certain laboratory tests, clinical trials and oth PAGE 21. The failure to attract or retain key management or other personnel could decrease our ability to dis PAGE 22. We are exposed to financial risks related to foreign currency exchange rates. PAGE 23. Negative public opinion and increased regulatory scrutiny of genetic and clinical research may limit PAGE 24. Risks Related to Investment in and Ownership of Our Stock PAGE 25. Our operating results are subject to fluctuations that may cause our stock price to decline. PAGE 26. Provisions in Washington law, our charter documents and executive employment agreements we have ente PAGE 27. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PAGE 28. USE OF PROCEEDS PAGE 29. DILUTION PAGE 30. UNDERWRITING PAGE 31. No Sales of Similar Securities PAGE 32. Nasdaq Global Market Listing PAGE 33. Electronic Offer, Sale and Distribution of Shares PAGE 34. Other Relationships PAGE 35. LEGAL MATTERS PAGE 36. INFORMATION INCORPORATED BY REFERENCE PAGE 37. PROSPECTUS PAGE 38. TABLE OF CONTENTS PAGE 39. SUMMARY PAGE 40. FORWARD-LOOKING INFORMATION PAGE 41. INFORMATION INCORPORATED BY REFERENCE PAGE 42. USE OF PROCEEDS PAGE 43. SELLING SHAREHOLDERS PAGE 44. N/A PAGE 45. License, Collaborative and Data Sharing, and Manufacturing Agreements for IL-21. PAGE 46. Insulin Agreement. PAGE 47. DESCRIPTION OF CAPITAL STOCK PAGE 48. Shareholders’ Agreement PAGE 49. Shareholder Meetings; Consents PAGE 50. DESCRIPTION OF DEBT SECURITIES PAGE 51. N/A PAGE 52. Subordinated Debt Securities PAGE 53. N/A PAGE 54. Consolidation, Merger and Sale of Assets PAGE 55. N/A PAGE 56. N/A PAGE 57. N/A PAGE 58. DESCRIPTION OF CONVERTIBLE DEBT SECURITIES PAGE 59. N/A PAGE 60. N/A PAGE 61. Conversion Rights PAGE 62. N/A PAGE 63. Consolidation, Merger and Sale of Assets PAGE 64. Events of Default PAGE 65. Discharge, Defeasance and Covenant Defeasance PAGE 66. N/A PAGE 67. DESCRIPTION OF WARRANTS PAGE 68. Exercise of Warrants PAGE 69. USE OF GLOBAL SECURITIES PAGE 70. N/A PAGE 71. PLAN OF DISTRIBUTION PAGE 72. N/A PAGE 73. N/A PAGE 74. N/A PAGE 75. LEGAL MATTERS PAGE 76. 14,000,000 Shares