EXHIBIT 10.28
AMENDMENT TO LICENSE AGREEMENT
This Amendment having an effective date of February 13, 1998 is made by and
between Cortech, Inc., a corporation having a principal place of business at
0000 Xxxxx Xxxxxxxx, Xxxxxx, Xxxxxxxx 00000 (hereafter "Cortech") and The
Xxxxx Xxxxxxx University, having an address of 0000 X. Xxxxxxxx Xxxxxx, Xxxxx
0-000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter "JHU").
WHEREAS, JHU and Cortech entered into a License Agreement dated November
21, 1996 (hereinafter the "Agreement"); and
WHEREAS, JHU and Cortech find it in their mutual best interests to amend
said Agreement such that certain rights to the inventions are terminated and
shall revert back to JHU, with JHU having sole ownership of said rights.
NOW THEREFORE, the parties hereto agree to replace or terminate the
following paragraphs as follows:
Paragraph 1.2 is replaced with the following: "Field" shall mean and
include the use of PATENT RIGHTS only for the use of Cortech's compound
CI-0694 (Sulfasim) and other compounds claimed in the U.S. Patent No.
5,599,912 entitled "Compounds and methods for suppressing an immune response
to sulfomethoxozale containing substances."
Paragraph 4.1 is replaced with the following: Each party will notify the
other promptly in writing when any infringement in the Field by another is
uncovered or suspected.
Paragraph 4.2 is replaced with the following: JHU shall have the sole
right but not the obligation to enforce any patent within PATENT RIGHTS
against any infringement or alleged infringement thereof.
Paragraph 4.3 is hereby terminated.
Paragraph 4.4 is replaced with the following: Any recovery by JHU under
Paragraph 4.2 shall be deemed to reflect the loss of commercial sales, and
JHU shall pay to Cortech fifteen percent (15%) of the recovery net of all
reasonable costs and expenses associated with a suit or settlement in the
PATENT RIGHTS in the FIELD.
Paragraph 7.2 is hereby terminated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed the day and year first written above.
XXXXX XXXXXXX UNIVERSITY CORTECH, INC.
By: /s/ Xxxx Xxxxxxx, M.D. By: /s/ Xxxxxxxx Xxxxx
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Xxxx Xxxxxxx, M.D. Name: Xxxxxxxx Xxxxx
Vice Xxxx for Research and Technology Title: Vice President,
Professor of Medicine, Corporate Development
Anesthesiology and Critical Care
