SECOND AMENDMENT TO LICENSE AGREEMENT The University of Chicago, Dana Farber Cancer Institute and GenVec Corporation
EXHIBIT
10.33
SECOND
AMENDMENT TO LICENSE AGREEMENT
The
University of Chicago, Xxxx Xxxxxx Cancer Institute and GenVec
Corporation
This
Amendment to the License Agreement is entered into as of January 20, 2005, by
and between The University of Chicago ("University"), Xxxx Xxxxxx Cancer
Institute ("DFCI") and GenVec Corporation, a Delaware corporation ("GenVec")
(University, DFCI and GenVec may be referred to individually as a "Party" and
collectively as the "Parties");
WHEREAS,
the Parties previously entered into that certain License Agreement effective on
August 20, 1997 ("AGREEMENT") that includes various technologies discovered by
Xx. Xxxxx Xxxxxxxxxxxx and colleagues while at University and Xx. Xxxxxx Xxxx at
DFCI, and
WHEREAS,
the Parties previously entered into a First Amendment of the AGREEMENT effective
December 31, 2001, and
WHEREAS,
the Parties desire to further amend the AGREEMENT;
NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Parties hereby agree to amend the indicated sections of the AGREEMENT as
follows:
|
|
1.
|
Paragraph
4.A(1) shall be amended to read: "University shall be responsible for the
filing, preparation, registration, prosecution and maintenance of the
Licensed Patents; provided, however, University and Licensee shall
mutually agree to the selection of patent counsel for such filing,
prosecution and maintenance of all patent applications and patents within
the Licensed Patents."
|
|
|
2.
|
Paragraph
11.E shall be amended to read:
|
|
If
to University:
|
UCTech
|
|
Office
of Technology and Intellectual Property
|
|
|
The
University of Chicago
|
|
|
0000
Xxxxx Xxxxxxxx Xxxxxx
|
|
|
Xxxxx
000
|
|
|
Xxxxxxx,
Xxxxxxxx 00000
|
|
|
Facsimile
Number: 000-000-0000
|
|
|
Attention:
Director of Technology
Transfer
|
|
If
to Licensee:
|
GenVec,
Inc.
|
|
00
Xxxx Xxxxxxx Xxxx Xxxx
|
|
|
Xxxxxxxxxxxx,
XX 00000
|
|
|
Facsimile
Number: 000-000-0000
|
|
|
Attention:
President
|
*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
|
With
a copy to: Vice President, Corporate
Development
|
|
|
3.
|
Schedule
A shall be amended to include:
|
|
Title:
|
Transcriptional
Targeting of an Adenoviral Delivered Tumor Necrosis Factor Alpha by
Temozolamide in Experimental Glioblastoma
|
|
Inventors:
|
Weichselbaum
and Kufe
|
|
Application
Number:
|
60/604,251
|
|
File
Date:
|
8-25-04
|
|
University
Reference:
|
1250
|
|
DFCI
Reference:
|
1021
|
|
|
4.
|
Schedule
A shall be amended to
delete: "*"
|
|
|
5.
|
Schedule
A, 24. shall be replaced with: "
*"
|
Except as
specifically amended by this Amendment to AGREEMENT, all other terms and
conditions of the AGREEMENT shall remain in full force and effect without
modification. If there is any inconsistency or conflict between any provision in
this Amendment to AGREEMENT and any provision in the AGREEMENT, the provision in
this Amendment to AGREEMENT shall control.
This
Amendment to AGREEMENT may be signed in counterparts, each of which shall be
deemed an original, all of which taken together shall be deemed one
instrument.
IN
WITNESS WHEREOF, the Parties have duly executed this Amendment to AGREEMENT as
of the date first written above.
|
University
|
GenVec,
inc.
|
|||
|
By:
|
By:
|
|||
|
Title:
|
Director, UCTech
|
Title:
|
SVP
|
|
|
Date:
|
4/26/05
|
Date:
|
4/20/05
|
|
|
DFCI
|
||
|
By:
|
||
|
Xxxxxxx
X. xxxXxxxx, M.B.A.
|
||
|
Title:
|
Vice
President
|
|
|
Research
and Technology Ventures
|
||
|
Xxxx
Xxxxxx Cancer Institute
|
||
|
Date:
|
5/5/05
|
*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
