CONFIDENTIAL
Exhibit 10.4
CONFIDENTIAL
***Text Omitted and Filed Separately
with the Securities and Exchange Commission.
Confidential Treatment Requested
Under 17 C.F.R. Sections 200.80(b)(4)
and Rule 406 of the
Securities Act of 1933,
as amended.
CONFIDENTIAL
Execution Copy
To
Xxxxxx X. Xxxxxx
Xx Manager, Research Operations and
Strategic Planning
Centocor, Inc.
000 Xxxxx Xxxxxx Xxxxxxx
Mail Code: R-1-3
Xxxxxxx, Xxxxxxxxxxxx 00000
XXX
CONFIDENTIAL
November 7, 2006
Re: First amendment to the Amended and Restated Research and License Agreement (“Agreement”) effective as of December 22, 2004, between Centocor, Inc. (“CENTOCOR”) and MorphoSys AG (“MORPHOSYS”), related to Appendix 1.33 and the transfer of new Ig expression vectors to CENTOCOR (“First Amendment”).
Dear Xx. Xxxxxx,
MORPHOSYS owns […***…] belonging to its […***…] family, (each, a “[…***…]”) and CENTOCOR has manifested its interest in having access to such […***…] under the Agreement. MORPHOSYS agrees to give CENTOCOR access to such […***…] under the Agreement.
MORPHOSYS and CENTOCOR hereby agree to amend Appendix 1.33 (MORPHOSYS HuCAL GOLD Library) of the Agreement in order to add the […***…] to MORPHOSYS Technology1, free of charge to CENTOCOR. Such amendment shall be effective as of the date of this letter as above mentioned, subject to CENTOCOR’s countersignature below. Appendix 1.33 of the
1 Unless defined herein or clearly indicated otherwise, each capital term appearing in this letter shall have the meaning set forth in the Agreement
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Agreement shall be deleted and replaced in its entirety by the Appendix 1.33 attached to this First Amendment.
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If the foregoing terms are agreeable to CENTOCOR, please countersign and date this letter herebelow and return the original to MORPHOSYS. MORPHOSYS shall, after receipt of such countersigned letter, transfer the Vectors to CENTOCOR, as further agreed upon between MORPHOSYS and CENTOCOR.
Best regards,
| /s/ Xx. Xxxxxxxxx Xxxxxxxxx-Xxxx |
/s/ Xx. Xxxxxx Xxxxxx |
|||||
| Xx. Xxxxxxxxx Xxxxxxxxx-Xxxx |
Xx. Xxxxxx Xxxxxx |
|||||
| Manager, Alliance Management |
Director, Head of Alliance Management |
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| Date: |
Date: |
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| By /s/ [Illegible] |
date |
12/1/06 |
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| Title SrVP Discovery Research |
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| Centocor, Inc. |
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APPENDIX 1.33
MORPHOSYS HuCAL GOLD Library
[…***…]
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