Execution Copy

Exhibit  10.3

Execution Copy

[***] Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT NO. 2 TO THE

LICENSE AGREEMENT

Dated 30 August 2012

BETWEEN

GENMAB A/S

AND

XXXXXXX BIOTECH, INC.

AMENDMENT NO. 2 TO LICENSE AGREEMENT

This AMENDMENT NO. 2 (“Amendment 2”), is made the          , day of October 2013, by and between:

GENMAB A/S, a Danish corporation having its principal office at Xxxxxxxx 00X, XX Xxx 0000, 0000 Xxxxxxxxxx X, Xxxxxxx, CVR no. 2102 3884 (“Genmab”); and

XXXXXXX BIOTECH, INC., a Pennsylvania corporation having its principal office at 000/000 Xxxxxxxxx Xxxx, Xxxxxxx, XX 00000 (“Janssen”).

(Genmab and Janssen are sometimes hereinafter referred to collectively as the “Parties” or individually as a “Party”)

RECITALS:

(A) Genmab and Xxxxxxx entered into a License Agreement dated 30 August 2012 (“the License Agreement”), under which Genmab granted a worldwide, exclusive license to Genmab’s rights to certain patents and know-how to exploit Licensed Product to Xxxxxxx; and said License Agreement was amended on 31 January 2013 (“Amendment 1”) and

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to further amend the License Agreement as follows:

1. Except as otherwise defined herein, the words and phrases in the License Agreement shall have the same meaning in this Amendment 2.

2. A new Clause 1.82A shall be inserted after Clause 1.82:

“1.82A Partial Response means the Partial Response (PR) criteria set forth in [***]

3. Section 6.2(A) of the License Agreement as amended by Amendment 1 is amended to replace [***] Development Milestone Events 1a, 1b and 1c as follows:

Milestone Event		Milestone payment
[***]		[***]

The following sections shall be added immediately prior to Clause 6.2(B) ([***] Development Milestones):

1

[***]

4. No other amendments.  Save as set forth in this Amendment 2, all other terms and conditions of the License Agreement shall remain in full force and effect.

5. Counterparts.  This Amendment 2 may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Amendment 2.

2

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment 1 to be executed and delivered as of the day and year first above written.

“Genmab”			“Xxxxxxx”
GENMAB A/S			XXXXXXX BIOTECH, INC.
By:			By:
Name:			Name:
Title:			Title:
By:
Name:
Title:

3