CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR PORTIONS OF THIS
EXHIBIT, WHICH PORTIONS HAVE BEEN
OMITTED FROM THE ATTACHED DOCUMENT
AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
THE OMITTED PORTIONS HAVE BEEN
REPLACED BY AN ASTERISK ENCLOSED BY
BRACKETS ("[ * ]")
AMENDMENT NO. 1 TO SERVICE AGREEMENT
This Amendment No. 1 to Service Agreement (the "Amendment") is made
between Seragen, Inc., a Delaware corporation having a usual place of business
at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx ("Seragen"), and Marathon
Biopharmaceuticals, LLC, a Massachusetts limited liability company having a
usual place of business at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the
"Service Provider"), as successor by assignment of Trustees of Boston
University ("BU"), as of May 11, 1998, for the purpose of amending that
certain Service Agreement, dated as of February 14, 1997 (the "Service
Agreement"), between Seragen and BU.
This Amendment is made with reference to the following facts:
A. Seragen entered into the Service Agreement to
purchase
certain services relating to product research, development, manufacturing,
clinical trial, quality control, and quality assurance.
B. Service Provider is the successor by assignment to BU, one of
the original parties to the Service Agreement.
C. Seragen has made certain business decisions that will result
in a reduction of the amount of product research, development, manufacturing,
clinical trial, quality control, and quality assurance services that will be
required in the second Contract Year (as defined in the Service Agreement).
D. Seragen is willing, on the terms set forth in this Amendment,
to perform for itself certain clinical trial services originally subject to
the Service Agreement and Service Provider desires to make available to
Seragen the assets necessary for Seragen to perform those services.
E. Section 2.01 of the Service Agreement provides that, in the
event that Seragen's research and development requirements change, the parties
to the Service Agreement shall negotiate amendments (including appropriate
price reductions) to the services required to be performed
- 2 -
under the Service Agreement. Section 4.01 of the Service Agreement provides
that, in such an event, the parties shall agree on appropriate adjustments to
the Technology Service Fees (as defined in the Service Agreement) payable
under the Service Agreement; provided, however, that in no event shall the
Technology Service Fees payable with respect to any Contract Year be reduced
to less than $4,300,000.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Amendment, the parties to this Amendment,
intending to be legally bound, agree as follows:
1. In lieu of the services required to be provided pursuant to
Schedule 1 to the Service Agreement by Service Provider in the second Contract
Year, Service Provider shall provide the services specified in Schedule 1
attached to this Amendment.
2. In light of the reduced services to be provided to Seragen in
the second Contract Year, the Technology Service Fees for the second Contract
Year shall be $4,300,000.
3. Service Provider shall make available without any additional
compensation to Seragen all assets necessary for Seragen to perform such
clinical trial services at the facility located at 00 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx, as Seragen may from time to time reasonably specify, which
services are not required to be performed by Service Provider under this
Amendment.
4. Capitalized terms used in this Amendment and not otherwise
defined shall have the meaning given those terms in the Service Agreement.
5. Except as expressly modified by this Amendment, the Service
Agreement shall remain in full force and effect.
- 3 -
Seragen and Service Provider have executed this Amendment effective
as of the date first set forth above.
SERAGEN, INC.
/s/ Reed R. Prior
---------------------------
By: Reed R. Prior
Chairman, Chief Executive
Officer & Treasurer
MARATHON BIOPHARMACEUTICALS, LLC
Service Provider
/s/ Xxxxxxx X. Xxxxxx
---------------------------
By: Xxxxxxx X. Xxxxxx
Manager
Schedule 1 - Service Agreement
Services to be performed by Service Provider for Seragen in 1998:
Manufacturing of Batches - 1998:
Service Specifications [ * ] [ * ] Comments
------- -------------- --------- --------- --------
[ * ]
Includes raw materials, labor and utilities
Manufacturing Fill of Batches - 1998:
Service Specifications [ * ] [ * ] Comments
------- -------------- --------- --------- --------
[ * ]
Quality Control and Release Testing of Batches - 1998:
Service Specifications [ * ] [ * ] Comments
------- -------------- --------- --------- --------
[ * ]
Includes raw materials, labor and utilities
Quality Assurance - 1998:
Service Specifications [ * ] [ * ] Comments
------- -------------- --------- --------- --------
[ * ]
Includes raw materials, labor and utilities
Product Development - 1998
Service Specifications [ * ] [ * ] Comments
------- -------------- --------- --------- --------
[ * ]
Includes labor and direct materials
Clinical/ Pre Clinical/ Regulatory Studies - 1998
Service Specifications [ * ] [ * ] Comments
------- -------------- --------- --------- --------
[ * ]
Includes clinical trial site fees, labs, pathology fees, supplies and
overhead, clinical assays
Clinical/ Pre Clinical/ Regulatory Studies and Other- 1998
Service Specifications [ * ] [ * ] Comments
------- -------------- --------- --------- --------
[ * ]
[ * ]
Price for services rendered in 1998 - $6,605,651 (Original estimate)
Price for services rendered in 1998 - $4,300,000 (Revised estimate)
[ * ] - Confidential treatment requested
