EXHIBIT 10.47
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
AND 230.406
AMENDMENT TO
NON-EXCLUSIVE LICENSE AGREEMENT
This Amendment, effective as of October 18, 2002, is to amend the
Non-exclusive License Agreement ("License Agreement") by and between EPIMMUNE
INC., a Delaware corporation having offices at 0000 Xxxxx Xxxxx Xxxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000 ("Epimmune") and VALENTIS, INC., a Delaware corporation,
having an office at 000X Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000,
("Valentis"), dated November 27, 2000.
1. All terms of the License Agreement remain in full force and effect
except to the extent expressly modified herein. All terms defined in the License
Agreement, when used herein, shall have the definitions ascribed to them in the
License Agreement, unless modified herein.
2. Section 3.2 ("Royalties") shall be deleted and replaced with the
following:
"3.2 ROYALTIES.
(a) With regard to any Product the manufacture, use,
importation, offer for sale or sale of which is covered
by a Valid Claim, Epimmune shall pay to Valentis a
royalty of (i) [...***...] on that portion of annual Net
Sales of such Product that is [...***...], (ii)
[...***...] on that portion of annual Net Sales of such
Product that is [...***...] but less than or equal to
[...***...]; (iii) [...***...] on that portion of annual
Net Sales of such Product that is greater than
[...***...], and (iv) [...***...] on that portion of
annual Net Sales of such Product that is [...***...];
provided, however, that, if Epimmune or its Affiliate
[...***...], then, with respect to such Product,
Epimmune shall pay to Valentis a royalty equal to
[...***...] (A) [...***...] of royalty payments received
by Epimmune and its Affiliates [...***...] or (B) the
royalty on Net Sales of such Product specified in
Section 3.2(a)(i) through (iv) above.
(b) With regard to any Product, the manufacture, use,
importation, offer for sale or sale of which is not
covered by a Valid Claim, Epimmune shall pay to Valentis
a royalty equal to [...***...] of the royalty otherwise
payable in accordance with Section 3.2(a) above."
*CONFIDENTIAL TREATMENT REQUESTED
3. Section 3.3 ("Milestones") shall be deleted and replaced with the
following:
"3.3 MILESTONES. Within thirty (30) days of [...***...] with
respect to each Product, Epimmune shall pay to Valentis a
milestone payment in the amount of [...***...]."
In witness whereof, the parties have caused this Amendment to be
executed by their duly authorized representatives.
EPIMMUNE INC. VALENTIS, INC.
By: /s/ Xxxxxxx X. XxXxxxx By: /s/ Xxxxxxxx XxXxxx
--------------------------------------- ------------------------------
Name: Xxxxxxx X. XxXxxxx Name: Xxxxxxxx XxXxxx
Title: Vice President, Business Development Title: Chairman, President and CEO
Date: October 18, 2002 Date: October 22, 2002
