FIRST AMENDMENT TO JULY 1, 1996 LICENSE AGRFEMFNT
This First Amendment to July 1, 1996 License Agreement (the
"Amendment") is entered into effective as of the 18th day of September, 1998 by
and between the Arizona Board of Regents for The University of Arizona (the
"University") and IgX Corp., a Delaware corporation having a principal place of
business at Xxx Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Company").
WHEREAS, the parties hereto have previously entered into that certain
License Agreement dated July 1, 1996 (the "Original License Agreement"),
pursuant to which the Company was granted an exclusive, worldwide license in and
to that certain Invention Disclosure entitled "Monoclonal Antibodies Reactive
with Multiple Neutralization-Sensitive Surface Epitopes as a Source of Treatment
of Enteric Cryptosporidiosis in Humans" (UA1411).
WHEREAS, the parties hereto now desire to amend the Original License
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. Section 1.1 of the License Agreement is hereby amended as follows:
"INVENTIONS" shall be defined to also include (i) that certain
Invention Disclosure entitled "Monoclonal Antibody Formulations Targeting
Functionally Defined Sporozoite and Merozoite Epitopes of Cryptosporidium
Parvum for Prevention or Treatment of Cryptosporidiosis" (UA 1773) and (ii)
that certain Invention Disclosure entitled "Combined Monoclonal Antibody and Hen
Polyclonal Antibody Formulations Targeting Sporozoite and Merozoite Epitopes of
Cryptosporidium Parvum for Prevention or Treatment of Cryptosporidiosis" (UA
1774). INVENTION(S) hereunder shall be limited to devices, processes,
compositions or products for treatment of human patients, and shall specifically
exclude any devices, processes, compositions or products for treatment of
animals within the field of veterinary science.
2. Within ninety (90) days of the execution of this Agreement, the
Company shall submit to the University a list of specifically-defined monoclonal
antibodies, such list not to exceed ten (10) such antibodies as defined in the
Research Plan that is Exhibit "A" to the Original License Agreement, that shall
be subject to the provisions of the Original License Agreement, as amended
hereby. All rights to antibodies that are INVENTIONS and are not so listed shall
revert back to the University.
3. All capitalized terms used in this Amendment and not otherwise
defined shall have the meaning given such terms in the Original License
Agreement. Except as expressly modified hereby, all other terms and conditions
of the Original License Agreement shall remain in full force and effect in
accordance with the respective terms thereof. In the event of a conflict
between the terms and conditions contained in this Amendment and the terms and
conditions of the Original License Agreement, the terms and conditions of this
Amendment shall prevail.
4. This Amendment may be executed in one or more counterparts, all of
which when fully-executed and delivered by all parties hereto and taken together
shall constitute a single agreement, binding against each of the parties. To the
maximum extent permitted by law or by any applicable governmental authority,
this Amendment may be signed and transmitted by facsimile with the same validity
as if it were an ink-signed document. Each signatory below represents and
warrants by his or her signature that he or she is duly authorized (on behalf of
the respective entity for which such signatory has acted) to execute and deliver
this instrument and any other document related to this transaction, thereby
ftilly binding each such respective entity.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Amendment is executed effective as of the
first date written above.
University THE ARIZONA BOARD OF REGENTS
ON BEHALF OF THE UNIVERSITY OF ARIZONA
By:
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Name:
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Title:
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Company IGX CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Chairman
I have read this Amendment, and understand the obligations placed on me
and my laboratory and other University employees under my supervision, and agree
to be bound by it.
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Xxxxxxx X. Xxxxx
[Signature Page to First Amendment to July 1, 1996 License Agreement]
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IN WITNESS WHEREOF, this Amendment is executed effective as of the
first date written above.
University THE ARIZONA BOARD OF REGENTS
ON BEHALF OF THE UNIVERSITY OF ARIZONA
By:/s/ Xxxxxxx X. Xxxxx, Xx.
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Name: Xxxxxxx X. Xxxxx, Xx.
Title: Specialist,
Intellectual Property Management
Company IGX CORP., a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
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I have read this Amendment, and understand the obligations placed on me
and my laboratory and other University employees under my supervision, and agree
to be bound by it.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
[Signature Page to First Amendment to July 1, 1996 License Agreement]
