EXHIBIT 10.49
*** TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80 (B)(4),
AND 240.24B-2
SECOND AMENDMENT OF THE
LICENSE AGREEMENT
This Second Amendment (this "SECOND AMENDMENT") to the License Agreement
is made and entered into as of March 15, 2004 by and between EPIMMUNE INC.,
having a principal place of business at 0000 Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, XX
00000 ("EPMN"), and GENENCOR INTERNATIONAL, INC., having a principal place of
business at 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000 ("GCOR") (collectively
referred to herein as the "PARTIES") agree as follows:
WHEREAS, the Parties have entered into that certain License Agreement
dated July 9, 2001 (the "LICENSE AGREEMENT");
WHEREAS, the Parties have entered into that certain First Amendment of the
License Agreement dated October 16, 2002 (the "FIRST AMENDMENT");
WHEREAS, the Parties wish to further amend the License Agreement on the
terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual undertakings of the Parties
as set forth below as well as other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, GCOR and EPMN do hereby
mutually agree as follows:
A. With respect to the Third Party Technology defined in Section 1.42 of the
LICENSE AGREEMENT and listed in Appendix B of the LICENSE AGREEMENT, Appendix B
shall be amended to read as follows:
[...***...]
B. All terms and conditions of the License Agreement remain in full force and
effect, as modified hereby and are hereby ratified by the parties.
C. From and after the effective date of this Second Amendment to the License
Agreement, the term "Agreement" shall be deemed to mean the License Agreement as
hereby modified.
* CONFIDENTIAL TREATMENT REQUESTED
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IN WITNESS WHEREOF, the Parties have caused this Second Amendment to the
License Agreement to be executed by and through their duly authorized
representatives as of the date first above written.
EPIMMUNE INC.
By: /s/ Xxxxxx X. De Vaere
---------------------------
Xxxxxx X. De Vaere
Vice President, Finance and
Chief Financial Officer
GENENCOR INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxxxxxx
---------------------------
Xxxx Xxxxxxxxx, MD, PhD
Sr. Vice President
Health Care
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