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EXHIBIT 10.8E
CONFIDENTIAL TREATMENT REQUESTED BY ABGENIX, INC.
AMENDMENT NO. 5 TO COLLABORATION AGREEMENT
This Amendment to Collaboration Agreement (the "Amendment"), effective
as of November __, 1997, (the "Amendment Effective Date"), is made by and
between Xenotech, L.P., a California limited partnership ("XT"), Abgenix, Inc.
("ABX"), a Delaware corporation and wholly-owned subsidiary of Cell Genesys
Inc., ("CGI"), and JT Immunotech USA Inc., a New York corporation ("JT
Immunotech"), and amends that certain Collaboration Agreement originally entered
into by JT Immunotech, XT, and CGI (and subsequently assigned from CGI to ABX)
effective as of June 28, 1996 (the "Collaboration Agreement"), as amended by
that certain Amendment No. 1 to Collaboration Agreement, dated as of June 30,
1993 ("Amendment No. 1"), that certain Amendment No. 2 to Collaboration
Agreement, dated as of January 1, 1994 ("Amendment No. 2"), that certain
Amendment No. 3 to Collaboration Agreement, dated as of July 1, 1995 ("Amendment
No. 3"), and that certain Amendment No. 4 to Collaboration Agreement, dated as
of June 28, 1996 ("Amendment No. 4").
RECITALS
A. XT is a limited partnership formed in June 1991 by JT Immunotech, a
wholly-owned indirect subsidiary of Japan Tobacco Inc. ("JTI"), and CGI to
research, develop, use, modify, make, have made, sell and otherwise dispose of
certain products and hold the rights to certain technology relating to human
monoclonal antibodies derived from transgenic mice;
B. CGI has assigned all of its rights and any obligations under the
Collaboration Agreement, and various other agreements, to its wholly-owned
subsidiary ABX; and
C. The parties desire to amend the Collaboration Agreement to facilitate
research, development and commercialization of therapeutic products for gene
therapy developed through use of certain technology relating to human monoclonal
antibodies derived from transgenic mice.
NOW THEREFORE, it is agreed by and between the parties to amend the
Collaboration Agreement as follows:
1. All capitalized terms not defined in this Amendment shall have the
meanings given to them in the Collaboration Agreement.
2. Section 1.6 is amended to read in its entirety as follows:
1.6 "Licensed Product" shall mean Monoclonal Antibodies, Genetic Material
encoding such Monoclonal Antibodies or any fragment of such Monoclonal
Antibodies, the Monoclonal Antibody-producing mouse, and any discrete
product incorporating a Monoclonal Antibody or Genetic Material encoding a
Monoclonal Antibody or any fragment of a Monoclonal Antibody.
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3. The following new Sections 1.13 is added following Section 1.12 of the
Collaboration Agreement:
1.13 "Genetic Material" shall mean a nucleotide sequence, including DNA,
RNA, and complementary and reverse complementary nucleotide sequences
thereto, whether coding or noncoding and whether intact or a fragment.
4. Exhibit B of the Collaboration Agreement is amended to read in its
entirety as set forth in Amended Exhibit B attached hereto.
5. Exhibit F of the Collaboration Agreement is amended to read in its
entirety as set forth in Amended Exhibit F attached hereto.
6. Except as specifically modified or amended hereby or by Amendment Xx. 0,
Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0 or Amendment No. 4, the Agreement shall
remain in full force and effect and, as so modified or amended, is hereby
ratified, confirmed and approved. No provision of this Amendment may be
modified or amended except expressly in a writing signed by the parties
nor shall any terms be waived except expressly in a writing signed by the
party charged therewith. This Amendment shall be governed in accordance
with the laws of the State of California, without regard to the principles
of conflicts of laws.
IN WITNESS WHEREOF, each of the parties has executed this Amendment as
of the date indicated on this Amendment.
ABGENIX, INC. JT IMMUNOTECH USA, INC.
By /s/ R. Xxxxx Xxxxx By /s/ Xxxxxxx Xxxxx
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Name R. Xxxxx Xxxxx Name Xxxxxxx Xxxxx
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Title President and CEO Title President
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Date Date
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XENOTECH, INC. (as General Partner of XENOTECH, L.P.)
By /s/ Xxxxxxx Xxxxx By /s/ Xxxxxxx X. Xxxxx
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Name Xxxxxxx Xxxxx Name Xxxxxxx X. Xxxxx
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Title President and CEO Title Chairman
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Date Date
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Exhibit B
Docket No. Filing Date Serial No. Title Inventors
[***]
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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Exhibit B
Docket No. Filing Date Serial No. Title Inventors
[***]
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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Exhibit F
[***]
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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Exhibit F
[***]
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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Exhibit F
[***]
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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Exhibit F
[***]
[***] Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted portions.
