AMENDMENT TO LICENSE AGREEMENT
Exhibit 10.26
AMENDMENT TO LICENSE AGREEMENT
This amendment is entered into affective as of August 2, 2000 between the President and Fellows of Harvard College (hereinafter HARVARD) having offices at 00 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 and AVANT Immunotherapeutics, Inc. (hereinafter LICENSEE) having offices at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000.
WHEREAS HARVARD and Virus Research Institute (“VRI”) entered into a license agreement effective as of May 1, 1992, and amended as of April 30, 1993, with respect to certain patents and technology directed to cholerae and salmonella (the “License Agreement”); and
WHEREAS licensee has succeeded to VRI’s rights and obligations under the License Agreement; and
WHEREAS the Parties desire to amend the License Agreement.
NOW THEREFORE, in consideration of the foregoing premises, and the mutual promises and other good and valuable consideration, the parties agree as follows:
1. Section 6.3 of the License Agreement shall be amended by adding the following sentence at the end of such section:
In the event such surrendered PATENT RIGHTS are subject to a sublicense granted by LICENSEE, LICENSEE shall assign LICENSEE’S interest therein upon termination of the Agreement, subject to HARVARD’S consent, which shall not be unreasonably withheld or delayed. In the event HARVARD shall reject such assignment, the sublicense shall be terminated.
2. Section 8.4 of the License Agreement is deleted in its entirety and replaced with the following:
Any sublicenses granted by LICENSEE under this Agreement shall provide (i) that LICENSEE shall assign LICENSEE’S interest therein upon termination of the Agreement, subject to HARVARD’S consent, which shall not be unreasonably withheld or delayed, and (ii) that, in the event HARVARD shall reject such assignment, the sublicense shall be terminated.
3. Except as modified herein, the License Agreement and the terms, conditions and obligations thereof remain in full force and effect as originally written.
PRESIDENT AND FELLOWS OF |
AVANT IMMUNOTHERAPEUTICS, INC. |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx, Ph.D. |
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Name: |
Xxxxx Xxxxxxxxx |
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Title : |
Director, Office of
Technology |
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Title: |
Senior Vice President, |
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Date: |
8/29/2000 |
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Date: |
8/24/2000 |
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