September 21, 1999
EXHIBIT
10.31
September
21, 1999
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Via Federal Express
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Xxxxxx
Xxxxx
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Xxxx
Xxxxxxxxxx, Ph.D.
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ARCH
Development Corporation
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Xxxx-Xxxxxx
Cancer Institute
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5640
South Xxxxx
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000
Xxxxxxxx
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Xxxxx
000
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0xx
Xxxxx
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Xxxxxxx,
XX 00000
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Xxxxxx,
XX 00000
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Dear
Xxxxxx & Xxxx:
This will
confirm the agreement of GenVec, Inc. ("GenVec"), ARCH Development Corporation
("ARCH") and the Xxxx-Xxxxxx Cancer Institute, Inc. ("DFCI") regarding the
amendment of that certain license agreement entered into by and between DFCI,
ARCH and GenVec with respect to that certain license agreement dated May 26,
1993. The parties agree that Section 3B(4) shall be amended to provide in its
entirety as follows:
No more
than one Royalty payment shall be due with respect to a sale of a particular
Licensed Product under this Agreement and the ARCH Agreement and shall be due
and payable to ARCH and DFCI. No multiple Royalties shall be payable because any
Licensed Product, or its manufacture, sale or use is covered by more than one
Valid Claim under this Agreement and the ARCH Agreements It is understood and
agreed that Licensee's total Royalty obligation under this Agreement and the
ARCH Agreement shall not exceed a cumulative total of * of Net Sales (as defined
in such Agreements) and may be as low as * of Net Sales due to offsets available
pursuant to Section 3B(2), and that any Royalties paid under this Agreement
shall be fully creditable against any royalties due to ARCH under the ARCH
Agreement and shall fully satisfy Licensee's royalty obligations to ARCH due
under the ARCH Agreement on a Licensed Product-by-Licensed Product
basis.
*The
asterisk denotes that confidential portions of this exhibit have been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential
portions have been submitted separately to the Securities and Exchange
Commission
Please
indicate your agreement with the foregoing by signing below and returning one
copy to me.
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Sincerely,
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Xxxxxx
X. Xxxxx
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Vice
President, Corporate
Development
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UNDERSTOOD
AND AGREED:
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ARCH
DEVELOPMENT CORPORATION
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XXXX-XXXXXX
CANCER INSTITUTE
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By:
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By:
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Name: Xxxx
Xxxxxx
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Name: Xxxx
Xxxxxxxxxx, Ph.D.
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Title: Assistant
Secretary
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Title: Director,
Office of Technology
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Transfer
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Date:
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10/1/1999
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Date:
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10/20/1999
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