EXHIBIT 3.14
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PROVISIONS HAVE BEEN OBSCURED.
AMENDMENT NUMBER 1
This AMENDMENT, dated as of December 19, 2003 to the Exclusive License Agreement
between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK and VIVENTIA
BIOTECH, INC. dated June 23, 2003.
WHEREAS, the parties entered into an Exclusive Option Agreement dated March 1,
2002, attached hereto and incorporated herein as Exhibit A, (the "Option")
relating to certain research of Xx. Xxxx Xxxxxx at Columbia relating to MFP-2
(the "Field"); and
WHEREAS, the parties have entered into an Exclusive License Agreement dated June
23, 2003, attached hereto and incorporated herein as Exhibit B, (the "License")
relating to the Field; and
WHEREAS, the parties wish to amend the License in accordance with the financial
terms in the Option;
NOW, THEREFORE, the parties agree as follows:
1) The first three lines of the first sentence in Section 5(a)(ii) of the
License are deleted and replaced by the following:
"Company, Affiliate, and Collaborative Sublicensees shall pay to
Columbia a royalty of [ ] ( %) on Company, Affiliate, and
Collaborative Sublicensee Net Sales, provided that in the event that with ... "
(the remainder of the sentence being the same as in Section 5(a)(ii) of the
License).
2) All terms that are defined in the License shall have the same meaning
in this Amendment #1.
3) All other terms and conditions of the License are confirmed and remain
in full force and effect..
IN WITNESS WHEREOF, Columbia and the Company have caused this
Amendment #1 to be executed by their duly authorized representatives as of the
day and year first written above.
[SIGNATURES ON FOLLOWING PAGE]
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.
CONFIDENTIAL PROVISIONS HAVE BEEN OBSCURED.
THE TRUSTEES OF COLUMBIA UNIVERSITY
IN THE CITY OF NEW YORK
By: /s/Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxx, PhD
Executive Director
Science & Technology Ventures
Date: January 5, 2004
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VIVENTIA BIOTECH, INC.
By: /s/Xxxx Xxxxxx
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Xxxx Xxxxxx, Ph.D.
Vice President,
Corporate Development & Product Operations
Date: December 19, 2003
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