EXHIBIT 10.82
TERMINATION OF MEDI-SB LETTER AGREEMENT OF OCTOBER 10, 1996
This agreement, effective as of May 28, 1998 by and between
MEDIMMUNE, INC., a corporation of the state of Delaware, having a
place of business at 00 Xxxxxxx Xxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxx
00000, X.X.X. ("MEDI") and SmithKline Xxxxxxx Corporation, a
corporation of the Commonwealth of Pennsylvania, having a place
of business at Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000, X.X.X. ("SB").
WHEREAS, MEDI and SB entered into a letter agreement
effective as of October 10, 1996 with respect to certain SB
information and a license to MEDI with respect to such
information for certain antibodies; and
WHEREAS, the parties have decided to terminate such letter
agreement in consideration of the covenants and obligations
expressed herein.
NOW THEREFORE, the parties agree as follows:
1. Definition
1.1 The terms "SB Product Information," "MEDI Product" and
"Effective Date" shall have the same meaning as in the
Letter Agreement.
1.2 "Letter Agreement" shall mean the letter agreement
between MEDI and SB effective as of October 10, 1996,
which relates to a license granted to MEDI with respect
to certain information of SB with respect to certain
antibodies.
2. Payments
2.1 Within thirty (30) days after the date first written
above, MEDI shall pay to SB (CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED)
3. License
3.1 Subject to MEDI making the payment required by
Paragraph 2.1 of this Agreement within the time frame stated
therein, SB hereby grants to MEDI an exclusive, worldwide,
fully paid up, irrevocable license, with the right to grant
sublicenses, to use the SB Product Information provided to
MEDI under the Letter Agreement with respect to MEDI Product
for any purpose related to the Field, provided that such
license shall be subject to any non-exclusive residual
rights to such use which may be retained by any party under
any agreement which SB entered into prior to the Effective
Date of the Letter Agreement.
4. Termination
4.1 Except as provided in Paragraph 5.1 of this Agreement,
the Letter Agreement (including the survival provisions of
Paragraph 7(c) thereof) is terminated in its entirety.
5. Survival
5.1. The provisions of Paragraphs 4(a), 4(b), 4(c), 5(d) and
the entirety of Paragraph 8 of the Letter Agreement remain
in full force and effect and are a part of this Agreement.
IN WITNESS WHEREOF, the parties through their authorized
officers, have set their hands and seal, effective as of the date
first above written.
MedImmune, Inc. SmithKline
Xxxxxxx Corporation
By: /s/Xxxxx X. Xxxx By: /s/Xxxx Xxxxxx Xxxxxxx
Title: President and Chief Title: Chief Operating Officer
Operating Officer
