Exhibit 10.89
AMENDMENT NO. 1 TO THE
RESEARCH AGREEMENT
This Amendment No. 1 to the Research Agreement (this "Amendment"),
effective as of March 31, 2002 (the "Effective Date"), is made by and between
Corixa Corporation, a Delaware corporation ("Corixa"), and Infectious Disease
Research Institute, a Washington not-for-profit corporation ("IDRI").
RECITALS
WHEREAS, the Parties hereto have entered into that certain Research
Agreement, effective as of March 26, 1999, (the "Agreement"); and
WHEREAS, the parties desire to extend the Research Program Term and update
certain provisions in the Agreement;
NOW, THEREFORE, the parties hereby agree to amend the Agreement as
follows:
1. Unless defined otherwise herein, capitalized terms used in this Amendment
shall have the meanings given them in the Agreement.
2. The Research Program Term shall be extended through March 31, 2003.
3. Section 3 shall be amended and replaced in its entirety with the
following:
The parties hereby create a Research Oversight Committee (the
"Research Oversight Committee") which shall consist of four (4) members,
two (2) appointed by Corixa and two (2) appointed by IDRI. Corixa's
initial members of the Research Oversight Committee shall be Xxxxxx
Xxxxxxx and Xxxxxxx Xxxxxxxxx. IDRI's initial members of the Research
Oversight Committee shall be Xxxxx Xxxxxxx and Xxxxxxxx Xxxx. Each party
may at any time upon written notice replace one or both of its appointees
with members reasonably acceptable to the other party. The Research
Oversight Committee shall meet on an ad hoc basis, as agreed upon by the
Research Oversight Committee members, during the Research Program Term to
review the progress of the Research Program and the use of the Research
Funds. Within thirty (30) days following each meeting, the members of the
Research Committee shall distribute to each party minutes detailing the
matters reviewed at such meeting.
4. Except as amended hereby, the Agreement shall continue in full force and
effect in accordance with its terms.
5. This Amendment shall be governed by and construed under the laws of the
State of Washington without giving effect to the principles of conflicts of
laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
CORIXA CORPORATION INFECTIOUS DISEASE RESEARCH
INSTITUTE
/s/ XXXXXX XXXXXX /s/ XXXXX XXXXXXX
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Xxxxxx Xxxxxx, Ph.D. Xxxxx Xxxxxxx
Chairman and CEO President
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