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EXHIBIT 10.1
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT
This Amendment No. 2 (the "Amendment") is made as of this 2nd day of
January 1997 ("Effective Date") by and between Xxxxx-Xxxxxxxxx Institute for
Cancer Research ("SKI") and Protein Design Labs, Inc. ("PDL") and amends that
certain Amended and Restated Agreement (the "Agreement") between SKI and PDL
dated as of April 1, 1993, as amended by Amendment No. 1 dated September 19,
1996. Except as expressly provided herein, capitalized terms shall have the
meaning set forth in the Agreement.
RECITALS
A. WHEREAS, SKI and PDL entered into the Agreement to provide for certain rights
and obligations of the parties with respect to murine and humanized versions of
the M195 Antibody.
B. WHEREAS, the funded research for the Program is scheduled to expire on
January 1, 1997;
C. WHEREAS, PDL and SKI desire to amend the Agreement as set forth herein,
including without limitation, to provide for an extension of funding by PDL in
the amount of $50,000, subject to annual renewal by PDL and to terminate certain
rights and obligation with respect to development of the Radiolabelled Mouse
M195 and certain first refusal rights for Licensed Products.
AGREEMENT
NOW THEREFORE, BE IT RESOLVED,
1. AMENDMENT AND RESTATEMENT OF SECTION 4.4. From and after the Effective Date,
except for Sections 4.4.3 (Scientific Coordinators) and 4.4.6 (Inventions),
which shall remain in full force and effect, Sections 4.4.1 (Program), 4.4.2
(Research and Clinical Trials to be Performed), 4.4.4 (Funding Amount), 4.4.5
(Application of Funds) and 4.4.7 (Option to Terminate Program) of the Agreement
are hereby amended and restated in their entirety to provide as follows:
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"4.4 NEW PROGRAM.
4.4.1 PROGRAM FUNDING. Beginning January 1, 1997, PDL shall provide
Fifty Thousand Dollars ($50,000) (inclusive of any overhead amounts) to
fund the Program. No overhead shall be payable in connection with
expenses for salaries of research fellows or purchases of capital
equipment. Overhead shall not exceed thirty-five percent (35%) on any
other expenses under the Program. Renewal of the funding shall be subject
to annual review and approval by PDL, which approval may be withheld in
its sole discretion.
4.4.2 RESEARCH AND CLINICALS. The Program shall consist of clinical
trial protocols involving the M195 Antibody conducted by or under Xx.
Xxxxxxxxxx. Xx. Xxxxxxxxxx shall notify the PDL Scientific Coordinator
prior to the initiation of such trials. Any proposed changes in the areas
of research or clinical trials shall be discussed and mutually agreed
upon between the Scientific Coordinators."
2. TERMINATION OF CERTAIN OTHER RIGHTS AND OBLIGATIONS. As of the Effective
Date, Sections 4.5 (PDL Obligations to Develop Radiolabelled Mouse M195), 5.1
(Right of First Refusal to Do Clinical Trial) and 5.2 (PDL Corporate Partner)
shall be terminated in their entirety and of no further force and effect. In
addition, this Amendment shall serve as notice of termination of the rights of
PDL under Section 2.3 (Termination of Radiolabelled Mouse M195 License).
3. NO OTHER CHANGES. On and after the date hereof, each reference in the
Agreement to "this Agreement," "hereunder," "hereof," or words of like import
referring to the Agreement, shall mean and be a reference to the Agreement as
amended hereby. Except as specifically amended above, the Agreement is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment through
their duly authorized representatives as of the date first set forth above.
PDL: SKI:
PROTEIN DESIGN LABS, INC. XXXXX-XXXXXXXXX INSTITUTE
FOR CANCER RESEARCH
By By
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