AMENDMENT NO. 3 TO EXCLUSIVE SUBLICENSE AGREEMENT
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*Certain
confidential information contained in this document, marked by brackets,
has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
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AMENDMENT
NO. 3 TO
THIS
AMENDMENT NO. 3 to the exclusive sublicense agreement (the “Amendment”) is made
and entered into as of March 9, 2007 by and between Alkermes, Inc., a
Pennsylvania corporation with its principal offices at 00 Xxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000 (hereinafter referred to as “Alkermes”), and Targeted
Genetics Corporation, a Washington corporation with its principal offices at
0000 Xxxxx Xxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred
to as
“Targeted”).
WHEREAS,
Alkermes and Targeted entered into an Exclusive Sublicense Agreement dated
as of
June 9, 1999, as previously amended on March 12, 2002 and May 29, 2003 (the
“Agreement”); and
WHEREAS,
the parties desire to amend the diligence requirements of the Agreement in
accordance with the terms and conditions hereinafter set forth.
NOW,
THEREFORE, in consideration of the foregoing premises, the parties hereto agree
as follows:
1. Unless
otherwise provided herein, all defined terms utilized in this Amendment shall
have the same meanings as set forth in the Agreement.
2. Section
2.6 of the Agreement shall be amended and replaced as follows:
At
any
time after the date which is the [*]
anniversary of the Effective Date, Targeted shall, upon receipt of notice from
Alkermes to such effect, enter into good faith negotiations to enter into a
sublicense agreement with a proposed sublicensee designated by Alkermes in
such
notice, with respect to any of the Additional Fields of Use for which Targeted,
its Affiliates or Sublicensee(s) have not initiated Phase I Clinical Trials;
provided that entering into such negotiations is not inconsistent with
obligations of Targeted to any Sublicensee. Targeted shall consider a request
from Alkermes to conduct good faith negotiations to enter into a sublicense
agreement with a proposed sublicensee, prior to the [*]
anniversary, in fields in which Targeted does not have any ongoing research
efforts, but shall have no obligation to enter into such sublicense agreement.
Any sublicense agreement described in this Section 2.6, if entered into, shall
be subject to Section 2.4 above.
3. Except
as
specifically modified or amended hereby, the Agreement shall remain in full
force and effect. No oral promise, covenant or representation of any character
or nature has been made to induce any party to enter into this Amendment. No
provision of this Amendment may be modified or amended except expressly in
a
writing signed by all parties nor shall any term be waived except expressly
in a
writing signed by the party charged therewith.
*Confidential
Treatment Requested
4. This
Amendment may be executed in two or more counterparts, each which shall be
deemed an original but all of which taken together constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have signed this Amendment as of the day
and
year first above written.
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Alkermes,
Inc.
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Targeted
Genetics Corporation
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By:
/s/ Xxxxxxx Xxxxxxx
Print
Name: Xxxxxxx Xxxxxxx
Its:
Vice President
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By:
/s/ B.G. Xxxxx Xxxxxxxx
Print
Name: B.G. Xxxxx Xxxxxxxx
Its:
Vice President, Business
Development
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