CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT NO. 2 TO...
Exhibit 10.24
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT NO. 2 TO
COLLABORATIVE RESEARCH, LICENSE & COMMERCIALIZATION AGREEMENT
DATED JANUARY 18, 2007
By and Between
AMBRX, INC.
and
ELANCO ANIMAL HEALTH
CONFIDENTIAL
THIS AMENDMENT AGREEMENT is made on the 17th day of June, 2009 (the “Amendment Effective Date”) by and between:
AMBRX, INC., a Delaware corporation (“AMBRX”), having a place of business at 00000 Xxxxx Xxxxxx Xxxxx Xxxx, Xx Xxxxx, Xxxxxxxxxx 00000;
and
XXX LILLY AND COMPANY, an Indiana corporation operation through its Elanco Animal Health division and having a principal place of business at 0000 X. Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (“Elanco”).
RECITALS:
WHEREAS, AMBRX and Elanco entered into a Collaborative Research, License & Commercialization Agreement (Agreement), effective January 18, 2007, to collaborate on and to conduct research and development activities for commercialization of Products;
WHEREAS, capitalized terms used and not otherwise defined in this Amendment are used as defined in the Collaboration Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the Parties agree to amend the Agreement and agree as follows:
| 1. | Section 1.11 of the Agreement shall be deleted and replaced with new Section 1.11 as follows: |
1.11 “Elanco Compound” means any one or more of (a) [***] (as specifically defined in Exhibit B to this Agreement), (b) any polypeptides made in the Design & Development Program that are modifications or derivatives of a molecule described in part (a) of this definition, or (c) [***] through December 31, 2009 as specifically defined in Exhibit B to this Agreement. The Parties may mutually agree in writing to add additional development targets to the Design & Development Program, in which event “Elanco Compounds” shall also include such additional development targets and modifications and derivatives thereof made in the Design & Development Program.
| 2. | Exhibit A, Page 1, of the Agreement shall be deleted and replaced with new Exhibit A, Page 1, as follows: |
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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CONFIDENTIAL
Ambrx Inc. / Elanco Animal Health
Collaborative Research, License & Commercialization Agreement
EXHIBIT A (page 1)
PRODUCT DEVELOPMENT PLAN
(The first draft must be consistent with the outline of scope of this project and responsibilities outline in this Exhibit A, and will be provided by the Project Team to the Steering Committee within 60 days of the completion of Elanco due diligence, with final approval by Steering Committee within 90 days after receipt of the first draft)
[***]
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
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CONFIDENTIAL
| 3. | The Parties have agreed to amend Exhibit B (“Elanco Compounds”) to replace the [***] paragraph located on page 42 of the Agreement with the following paragraph: |
[***]
[***]
All other terms, obligations, and conditions of the Agreement shall remain in full force and effect, and are unmodified by this Amendment. The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth therein.
[Remainder of this page intentionally left blank]
| *** | Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. |
3
CONFIDENTIAL
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers.
| EXECUTED | ||
| Signed on behalf of | ) | |
| Xxx Xxxxx and Company, operating through its | ) | |
| Elanco Animal Health division | ) | |
| by an authorized officer in the presence of: | ) | |
| /s/ Xxxx Xxxxxxxx |
/s/ Xxxxxxx X. Xxxxxx | |||
| Signature of Witness | Signature of Authorized Officer | |||
| Xxxx Xxxxxxxx |
Xxxxxxx X. Xxxxxx | |||
| Name of Witness (please print) | Name of Authorized Officer (please print) | |||
| June 24, 2009 |
||||
| Date Signed | ||||
| Signed on behalf of | ) | |
| Ambrx, Inc. | ) | |
| by an authorized officer in the presence of: | ) | |
| /s/ Xxx X. Xxxxxxxx |
/s/ Xxxxxxx X. Xxxxxx, Ph.D. | |||
| Signature of Witness | Signature of Authorized Officer | |||
| Xxx X. Xxxxxxxx |
Xxxxxxx X. Xxxxxx, Ph.D. | |||
| Name of Witness (please print) | President and Chief Executive Officer | |||
| July 6, 2009 |
||||
| Date Signed | ||||
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