AMENDMENT NO. 2 TO RESEARCH AND COMMERCIALIZATION AGREEMENT
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
Exhibit 10.6
AMENDMENT NO. 2
TO
RESEARCH AND COMMERCIALIZATION AGREEMENT
This Amendment No. 2 to research and commercialization Agreement ("Amendment") is made and entered into effective as of January 28, 2002 (the "Amendment Date") by and between Medarex, Inc., 000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, GenPharm International Inc., a wholly-owned subsidiary of Medarex, Inc. (together, "Medarex"), and FibroGen, Inc., a Delaware corporation, 000 Xxxxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 and FibroPharma, Inc., a wholly-owned subsidiary of FibroGen, Inc. (collectively, "FibroGen"). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the same meanings as such terms are defined in the Agreement (as defined below).
Now, THEREFORE, the parties agree as follows:
The parties hereby agree to amend the terms of the Agreement as of the Amendment Date as provided below.
"2.6.2 With notice to Medarex at least thirty (30) days prior to the first anniversary of the Effective Date, FibroGen may extend the term of the Research Period until the second anniversary of the Effective Date and, with notice to Medarex at least thirty (30) days prior to the second anniversary of the Effective Date, FibroGen may extend the term of the Research Period until the third anniversary of the Effective Date and, with notice to Medarex at least thirty (30) days prior to the third anniversary of the Effective Date, FibroGen may extend the term of the Research Period until February 28, 2002 and, with notice to Medarex at least thirty (30) days prior to February 28, 2002, FibroGen may extend the term of the Research Period until March 31, 2002, and in each case, FibroGen shall continue to make quarterly research support payments (or, if research services are provided by Medarex for less than a full calendar quarter, a research support payment equivalent to a pro rata portion of such quarterly research support payment as applicable) as provided in Section 2.2. If
FibroGen (i) extends the Research Period for at least six (6) months (so that the Research Period is at least eighteen (18) months and Medarex has received at least five hundred seventy thousand dollars ($570,000) of research support payments pursuant to Section 2.2), and (ii) exercises its option and acquires a commercial license pursuant to Section 3.1.2, then FibroGen shall be considered to have exclusivity of all the Antigens listed on Exhibit A in accordance with Section 2.6.5."
For purposes of this Amendment and the Agreement, "[ * ]" shall mean any mice comprising both (i) [ * ] developed by Medarex or otherwise developed through use of Medarex's proprietary HuMAb Mouse; and (ii) [ * ], including, without limitation, any mouse comprising the nucleic acids described in clause (i) and clause (ii) of this Section that is derived by (X) [ * ] HuMAb Mouse [ * ], (Y) introducing nucleic acids obtained, isolated, or derived from a HuMAb Mouse [ * ], or (Z) introducing nucleic acids obtained, isolated, or derived from a [ * ] into one or more cells obtained from a HuMAb Mouse.
For purposes of this Amendment and the Agreement, "[ * ]" shall mean any immunizable [ * ] mouse developed by [ * ] that contains [ * ] thereof that include [ * ] that provide for [ * ], and which [ * ] comprises an [ * ].
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.
Medarex, Inc. |
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FibroGen, Inc. |
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By: |
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/s/Xxx Xxxxxxx |
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By: |
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/s/ Xxxx Xxxxxxx |
Name: |
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Xxx Xxxxxxx |
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Name: |
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Xxxx Xxxxxxx |
Title: |
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VP Business Development |
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Title: |
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VP Business Development |
Date: |
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16 July 2001 |
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Date: |
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6/28/01 |
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GenPharm International, Inc. |
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FibroPharma, Inc. |
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By: |
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/s/ Xxx Xxxxxxx |
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By: |
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/s/ Xxxx Xxxxxxx |
Name: |
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Xxx Xxxxxxx |
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Name: |
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Xxxx Xxxxxxx |
Title: |
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VP Business Development |
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Title: |
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VP Business Development |
Date: |
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16 July 2001 |
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Date: |
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6/29/01 |
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed.