Amendment# 1 to the Second Amended and Restated License Agreement dated May 9, 2016
Exhibit 10.2
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CONFIDENTIAL
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Certain confidential information contained in this document, marked by [**], has been omitted because ADC
Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) would likely cause competitive
harm to ADC Therapeutics SA (ADCT) if publicly disclosed.
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Amendment# 1
to the Second Amended and Restated License Agreement dated May 9, 2016
This Amendment# 1 (“Amendment
#1”) dated 19 September 2018 (“Amendment Effective Date”) is made by and between ADC Products (UK) Ltd., with registered address at registered office is at 0xx Xxxxx, Xxxxxxx Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx RG l 8LS, United Kingdom
(“ADCP”), ADC Therapeutics SA, with registered address at Xxxxx xx xx Xxxxxxxx 0X, 0000 Xxxxxxxxx,
Xxxxxxxxxxx (“ADCT”), and Medimmune Ltd., with registered office at Xxxxxxxx
Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxxx XX00 0XX (“Medlmmune”), each hereinafter individually referred to as “Party”
and jointly as “Parties”.
WHEREAS, the Parties executed a Second Amended and Restated License Agreement on May
9, 2016 (“License Agreement”), amending and restating the First Amended and Restated License Agreement dated October 14, 2013 which amended the Original License Agreement dated September 1, 2011;
WHEREAS, the Parties wish to amend the License Agreement according to the terms and conditions of this Amendment #1;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficient of
which is hereby acknowledged, the Parties agree as follows
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The Parties agree to cancel, delete and replace Section 2.3.3. of the License Agreement with the following new Section 2.3.3:
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“2.3.3 Replacement of Licensed Targets. ADCT may, at its
discretion at any time until and including [**], replace the Approved Target of any Commercial License with another Approved Target (selected in accordance with Section 2.3.1)
provided that in aggregate the number of replacements for all (a) ADC Commercial Licenses shall not exceed eleven
(11), and (b) Non-ADC Commercial Licenses shall not exceed ten (10).”
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Unless they are defined in this Amendment #1, all terms used with a capital and not defined herein shall have the meaning set forth in the License Agreement.
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All other terms and conditions of the License Agreement shall remain in full force and effect. In the event of any conflict between this Amendment #1 and the License Agreement, this
Amendment #1 shall prevail.
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| 4. |
This Amendment #1 shall enter into force on the Amendment Effective Date set forth above and shall be governed by English law.
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IN WITNESS WHEREOF, the Parties have executed this Amendment #l on the Amendment Effective Date.
[Signature page follows]
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CONFIDENTIAL
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ADC PRODUCTS (UK) LTD.
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By:
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/s/ Xxxxxxx Xxxxx
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By:
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/s/ Xxxxx Xxxxxx
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Name:
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Xxxxxxx Xxxxx
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Name:
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Xxxxx Xxxxxx
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Title:
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Director
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Title:
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CEO
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MEDIMMUNE LTD.
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By:
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/s/ C S Winter
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Name:
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Xxxxxxxxxxx X. Xxxxxx
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Title:
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Authorised Signatory
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Page 2 of 2
Certain confidential information contained in this document, marked by [**], has been omitted because ADC
Therapeutics SA (ADCT) has determined that the information (i) is not material and (ii) would likely cause
competitive harm to ADC Therapeutics SA (ADCT) if publicly disclosed.
