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EXHIBIT 10.5
FIRST AMENDMENT TO
ASSIGNMENT OF RIGHTS AND ASSETS
FIRST AMENDMENT TO ASSIGNMENT OF RIGHTS AND ASSETS (the "Amendment") made and
entered into by and between ILEX ONCOLOGY, INC., a Delaware corporation
formerly known as Biovensa Inc. ("ILEX"), and CTRC RESEARCH FOUNDATION, a Texas
not-for-profit corporation ("CTRC"), as of September 15, 1995 (ILEX and CTRC
are collectively referred to as the "Parties").
WHEREAS, the Parties have entered into an Assignment of Rights and Assets dated
as of November _____, 1994 (the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement in the manner indicated
herein;
NOW, THEREFORE, in consideration of the recitals and agreements contained
herein the sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. AMENDMENTS. Section 1 of the Agreement is amended as follows:
(a) by deleting Section 1.3 and inserting in its place the
following:
"1.3 PHARMACEUTICAL RIGHTS. The know-how, processes,
formulae, rights to make, have made, sell and use, and all
tangible samples of the pharmaceutical compounds known as
"4-hydroperoxycyclophosphamide" and "dihydro-5-azactitidine."
(b) by adding the following new subsections at the end thereof:
"1.7 CERTAIN AGREEMENTS. That certain Drug Development
Project Agreement effective as of April 1, 1993 between CTRC
and MGI Pharma, Inc. (the "MGI Pharma Agreement").
"1.8 CERTAIN LICENSES, APPLICATIONS AND AGREEMENTS. (a) that
certain Patent License Agreement dated as of November 12, 1992
between CTRC and the National Institute of Health (the "MGBG
License") and applications for orphan drug designation of
mitoguazone, and (b) that certain License Agreement effective
as of November 1, 1993 by and among Xxxxxxxxx Wellcome Co.,
the Wellcome Foundation Limited and CTRC (the "Crisnatol
License", together with the MGBG License, the "Licenses") and
(c) that certain Agreement for services dated March 29, 1994
by and between the Institute for Drug Development and Parexel
International Corporation (the "Parexel Agreement")".
2. CERTAIN OTHER MATTERS. The Parties agree and acknowledge that (a)
pursuant to Section 11.4 of the MGI Pharma Agreement, the requisite
notice of the
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assignment and delegation contemplated by the Agreement, as amended
hereby, was made to MGI Pharma pursuant to a letter dated March 10,
1995 and attached hereto as Exhibit A, (b) in connection with the
consummation of the transactions contemplated by the Agreement, CTRC
transferred to ILEX substantially all of CTRC's business relating to
its operations which concern the Licenses, and (c) the licensor
pursuant to the MGBG License was notified of the assignment pursuant
to a letter dated February 21, 1995 and attached hereto as Exhibit B.
CTRC represents and warrants to ILEX that the Assigned Assets
constitute all of the assets and rights owned or licensed by CTRC
relating to 4-hydroperoxycyclophosphamide, dihydro-5-azactitidine,
mitoguazone and crisnatol mesylate.
3. PERFORMANCE OF CERTAIN PROVISIONS. Pursuant to Section 1 of the
Agreement, CTRC was entitled to receive "certain additional equity
ownership" in ILEX in exchange for the transfer of assets and rights
pursuant to the Agreement. CTRC agrees and acknowledges that ILEX has
fully performed its obligations pursuant to that section of the
Agreement by issuing a total of 5,239,900 shares of ILEX's Series A
Convertible Preferred Stock to CTRC pursuant to a dividend in March of
1995.
4. MISCELLANEOUS. The remainder of the Agreement shall not be affected
by this Amendment and shall remain in full force and effect.
5. COUNTERPARTS. This Amendment may be executed in two or m ore
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
6. MERGER. This Amendment, as amended hereby, embodies the entire
agreement and understanding between ILEX and CTRC and supersedes all
prior oral and written agreements and understandings relating to the
subject matter hereof.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.
ILEX ONCOLOGY, INC. CTRC RESEARCH FOUNDATION
/s/ XXXXXXX X. LOVE /s/ XXXXX XXXXX
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By Xxxxxxx X. Love By: Xxxxx Xxxxx
Its President -----------------------------
Its: Chief Operating Officer
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EXHIBIT A
MGI PHARMA NOTICE
