EXHIBIT 10.11
FIRST AMENDMENT TO APPENDIX A OF THE LICENSE AGREEMENTS
BETWEEN THE NEW YORK BLOOD CENTER, INC. AND
MELVILLE BIOLOGICS, INC. (NOW V.I. TECHNOLOGIES, INC., OR VITEX)
This First Appendix A Amendment, effective January 1, 1999, is made and
entered into by and between The New York Blood Center, Inc. ("NYBC"), a New York
not-for-profit corporation, having an office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx,
XX 00000 and V.I. Technologies, Inc. (formerly known as Melville Biologics,
Inc.), a Delaware corporation, having an office at 000 Xxxxxx Xxxx, Xxxxxxxx, XX
00000 ("LICENSEE").
WHEREAS, NYBC and LICENSEE are parties to the following License Agreements:
a. Non-Exclusive License Agreement (#1) For Solvent Detergent Treated
Blood Derived Therapeutic Products ("Agreement #1").
b. Non-Exclusive License Agreement (#2) For UV Treated Blood Derived
Therapeutic Products ("Agreement #2").
c. Exclusive License Agreement (#3) For Virally Inactivated Transfusion
Plasma Products ("Agreement #3").
d. Exclusive License Agreement (#4) For Virally Inactivated Fibrin
Sealant/Thrombin Products ("Agreement #4").
e. Exclusive License Agreement (#5) For Virally Inactivated Cellular
Products ("Agreement #5").
WHEREAS, the parties wish to revise and update Appendix A of each of
Agreements #1 through #5 with respect to the listing of PATENT RIGHTS therein;
NOW, THEREFORE, in consideration of the mutual covenants contained in
Agreements #1 through #5 and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The listing of PATENT RIGHTS in Appendix A of Agreement #1 is hereby
deleted and replaced with the listing entitled Appendix A annexed hereto as
Exhibit 1.
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
2. The listing of PATENT RIGHTS in Appendix A of Agreement #2 is hereby
deleted and replaced with the listing entitled Appendix A annexed hereto as
Exhibit 2.
3. The listing of S/D PATENT RIGHTS, UV PATENT RIGHTS and UNIVERSAL
PATENT RIGHTS in Xxxxxxxx Xx, X0, and A3 of Agreement #3 is hereby deleted and
replaced with the listings entitled Xxxxxxxx Xx, X0, and A3 annexed hereto as
Exhibit 3.
4. The listing of S/D PATENT RIGHTS, UV PATENT RIGHTS and PRODUCT PATENT
RIGHTS in Xxxxxxxx Xx, X0, and A3 of Agreement #4 is hereby deleted and replaced
with the listings entitled Xxxxxxxx Xx, X0, and A3 annexed hereto as Exhibit 4
5. The listing of PATENT RIGHTS in Appendix A of Agreement #5 is hereby
deleted and replaced with the listing entitled Appendix A annexed hereto as
Exhibit 5.
6. The description of KNOW-HOW in Appendix A of each of Agreements #1
through #3 and #5 is unchanged.
7. The description of KNOW-HOW in Appendix A of Agreement #4 is revised
to eliminate the reference to ****.
IN WITNESS WHEREOF, the parties hereto have entered into and executed this
First Appendix A Amendment on the date first above written.
NEW YORK BLOOD CENTER, INC. V.I. TECHNOLOGIES, INC.
By: By: /s/ Xxxx X. Xxxx
-------------------- -----------------------
Name: Name: Xxxx X. Xxxx
-------------------- ---------------------
Title: Title: President and CEO
-------------------- --------------------
2
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
Appendix A - Agreement No. 1
Patent Rights
**** [Six pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
AGREEMENT NO. 2 UV TREATED BLOOD DERIVED PRODUCTS
-------------------------------------------------
APPENDIX A - PATENTS
--------------------
**** [Seven pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
APPENDIX A: PATENT RIGHTS
APPENDIX A - 1 - Agreement No. 3
PATENT RIGHTS
**** [Four pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
AGREEMENT NO. 3 VIRALLY INACTIVATED TRANSFUSION
-----------------------------------------------
PLASMA PRODUCTS
---------------
APPENDIX A2 - PATENTS
---------------------
**** [Five pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
AGREEMENT NO. 3 VIRALLY INACTIVATED TRANSFUSION
------------ -----------------------------------------
PLASMA PRODUCTS
---------------
APPENDIX A3 - PATENTS
------------------------
**** [Two pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
APPENDIX A-1
PATENT RIGHTS
**** [Six pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
AGREEMENT NO. 4 VIRALLY INACTIVATED FIBRIN SEALANT/
---------------------------------------------------------
THROMBIN PRODUCTS
-----------------
APPENDIX A-2 - PATENTS
------------------------
**** [Seven pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
AGREEMENT NO. 4 VIRALLY INACTIVATED FIBRIN SEALANT/
---------------------------------------------------
THROMBIN PRODUCTS
-----------------
APPENDIX A-3 - PATENTS
------------------------
**** [Four pages omitted] ****
["****" indicates material omitted and filed separately with the Securities and
Exchange Commission Pursuant to a request for confidential treatment.]
AGREEMENT NO. 5 VIRALLY INACTIVATED CELLULAR PRODUCTS
-----------------------------------------------------------
APPENDIX A - PATENTS
--------------------
**** [Fourteen pages omitted] ****
