CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
EXHIBIT 10.7
THIRD AMENDMENT TO
LICENSE AGREEMENT
M940121
(MARKED)
This Amendment is made and is effective this 16th day of September, 1997 (the
"Effective Date") by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
a California corporation, having its offices located at 000 Xxxxxxxx Xxxxx,
00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx, 00000, acting through its offices at Box
951525, 0000 Xxxxxxxxx Xxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, 00000, hereinafter
referred to as "The Regents", and INTRABIOTICS PHARMACEUTICALS, INC., a
Delaware corporation, having a principal place of business at 000 Xxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxx, 00000, hereinafter referred to as "IntraBiotics" and
amends License Agreement Xx. X000000, dated April 22, 1994, and the First
Amendment to License Agreement M940121, dated July 31, 1995, and the Second
Amendment to License Agreement M940121, dated June 12, 1996.
RECITAL
WHEREAS, this third amendment to License Agreement M940121 has become necessary
to clarify sublicensing and royalty and obligations of IntraBiotics in order for
IntraBiotics to enter into corporate partnerships.
NOW THEREFORE, the parties agree to amend License Agreement No. M940121 and
replace Article 4.2 as follows (with changes indicated by underline):
4.2 IntraBiotics shall pay to the Regents, upon the Net Sales of
Licensed Products sold or disposed of by Sublicensees, an earned royalty equal
to [ * ] of the royalties received by IntraBiotics from its Sublicensees, not to
exceed [ * ], for products covered by Regents' Patent Rights, and an earned
royalty equal to [ * ] from its Sublicensees, not to exceed [ * ], for products
covered solely by Joint Patent Rights.
INTRABIOTICS PHARMACEUTICALS, INC. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------------ ------------------------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx
--------------------------------------- ---------------------------------------------
Title: President and CEO Title: Technology Transfer Officer
--------------------------------------- ---------------------------------------------
Date: September 16, 1997 Date: September 16, 1997
--------------------------------------- ---------------------------------------------
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
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