EXHIBIT 10.69
AGREEMENT FOR CORVAS TO MAINTAIN ANTIBODY AGREEMENTS
WHEREAS, Corvas International, Inc. ("Corvas") and The Scripps Research
Institute (formerly Scripps Clinic and Research Foundation) ("Scripps") have
entered into that certain Research and License Agreement for Human Tissue Factor
for Diagnostic Purposes dated as of May 19, 1988, as amended (the "License
Agreement"), pursuant to which Scripps granted to Corvas an exclusive license to
certain patent rights, inventions and improvements to develop and commercialize
products directed toward IN VITRO diagnostic assays based on recombinant human
tissue factor and monoclonal antibodies to tissue factor for the IN VITRO
detection or measurement of tissue factor in a biological sample and/or an IN
VITRO diagnostic assay for coagulation Factor VIIa; and
WHEREAS, Corvas and Centocor, Inc. ("Centocor") have entered into that
certain Antibody and Option Agreement dated as of November 7, 1991, and a
subsequent letter agreement related thereto dated as of July 13, 1992 (the
"Antibody Agreements"), pursuant to which Corvas granted to Centocor a license
to certain antibodies, including monoclonal antibody TF8-5G9, which license
derived in part from rights licensed to Corvas under the License Agreement; and
WHEREAS, Corvas has assigned the License Agreement and all of its
rights and obligations thereunder to Ortho-Clinical Diagnostics, Inc. ("OCD"),
pursuant to Section 2.3 of that certain license agreement, made as of July 22,
1998, between Corvas and OCD related to the development and commercialization of
certain IN VITRO diagnostic assay products incorporating recombinant human
tissue factor; and
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants herein contained, the parties agree as follows:
1. OCD herein grants Corvas the right to maintain the Antibody
Agreements under the terms thereof as they relate to certain antibodies
initially licensed to Corvas under the License Agreement, including monoclonal
antibody TF8-5G9, for the IN VITRO detection or measurement of tissue factor in
a biological sample and/or in an IN VITRO diagnostic assay for coagulation
Factor VIIa.
2. Corvas herein accepts the maintenance of the Antibody Agreements as
they relate to certain antibodies initially licensed to Corvas under the License
Agreement as a sublicense under the License Agreement, and agrees to pay
Scripps, or as the case may be, cause its sublicensees to pay Scripps, the same
royalties on all Net Sales of the sublicensee the same as if said Net Sales had
been made by Corvas.
3. OCD herein acknowledges that Corvas currently has certain
anti-tissue factor antibodies in its inventory. OCD herein agrees that Corvas
may sell such inventory to a third party of its choice, and further, that Corvas
may make and use such antibodies for Corvas' own purposes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective representatives thereunto duly authorized as of the day and
year first above written,
CORVAS INTERNATIONAL, INC. ORTHO-CLINICAL DIAGNOSTICS,INC.
BY: /s/XXXXXXX X. XXXXX BY: /s/ XXXXXX XXXXXXXX
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NAME: XXXXXXX X. XXXXX NAME: XXXXXX XXXXXXXX
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TITLE: PRESIDENT & CEO TITLE: COMPANY GROUP CHAIRMAN
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