AMENDMENT NO. 2 TO DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT
Exhibit 10.13
AMENDMENT NO. 2
TO
DEVELOPMENT, COMMERCIALIZATION AND LICENSING AGREEMENT
This Amendment No. 2 to Development, Commercialization and Licensing Agreement (the “Amendment”) is made and effective as of May , 2008, by and between Laboratory Corporation of America Holdings (“LabCorp”) and ARCA Discovery, Inc. (“ARCA”).
WHEREAS, LabCorp and ARCA entered into a Development, Commercialization and Licensing Agreement dated February 1, 2007, which was amended pursuant to an Amendment No. 1 dated May 14, 2007 (as amended, the “License Agreement”), and
WHEREAS, the parties desire to further amend the terms of the License Agreement.
1. Inclusion of LabCorp Wholly-Owned Subsidiaries as Licensees.
a. Section 2.1 of the License Agreement shall be amended by deleting the parenthetical that currently states “(and to those Affiliates [ * ]”, and replacing it with “[ * ].
b. Section 2.8 of the License Agreement is hereby deleted in its entirety.
c. Section 10.2(j) of the License Agreement is hereby deleted in its entirety.
d. Exhibit A of the License Agreement is hereby deleted in its entirety.
e. For informational purposes, attached as Exhibit A to this Amendment is a list of wholly-owned subsidiaries of LabCorp as of the date of this Amendment.
a. In Section 2.6 of the License Agreement, the [ * ] are hereby deleted and replaced with [ * ].
b. Exhibit B of the License Agreement is hereby deleted in its entirety and replaced with Exhibit B of this Amendment.
[*] | Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. |
c. The following language shall be added to the end of Section 2.6: “ARCA expressly acknowledges that LabCorp shall be permitted to enter into a sublicense with [ * ], subject to the terms of this Section 2.6, [ * ]. If LabCorp enters into a sublicense with [ * ] shall be deemed to be LabCorp’s [ * ] sublicensee [ * ] under this Section 2.6.”
[ * ]
[*] | Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. |
[ * ]
4. Removal of Prior Deadlines. In Sections 4.3 and 5.2 (relating to the Regulatory Plan and Commercial Plan), in the last sentence before clause (a) of each such Section, the words “will be completed within [ * ] and” shall be deleted. In Section 5.3, the following sentence shall be deleted: “A proposed Marketing and Sales Plan will be distributed to the Diagnostics Committee within [ * ] and an approved Marketing and Sales Plan shall be completed within [ * ]
[*] | Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. |
[ * ]
5. No Other Amendments. Except as otherwise amended by this Amendment, all other terms and conditions in the License Agreement will remain in full force and effect. This Amendment shall be governed by and construed according to the laws of the State of Delaware.
ARCA Discovery, Inc. | Laboratory Corporation of America Holdings | |||||||
By: | /s/ Xxxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxxxxx X. Xxxxx |
Name: | Xxxxxxxxxxx Xxxxxxx | Name: | Xxxxxxxx X. Xxxxx | |||||
Title: | EVP Bus. Dev. & GC | Title: | Executive Vice President | |||||
Date: | June 10, 2008 | Date: | June 6, 2008 |
[*] | Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. |
EXHIBIT A
WHOLLY-OWNED SUBSIDIARIES OF LABCORP
[ * ]
[*] | Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. |
EXHIBIT B
PERMITTED SUBLICENSEES
[ * ]
[*] | Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. |