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EXHIBIT 10.20(c)
AGREEMENT MEMORANDUM
RPR and Introgen agree as follows (all Section references are to the
Collaboration Agreement):
1. RPR hereby elects under Section 6.1 to proceed with Later Stage
Clinical Development and commercialization of INGN 201 (Ad5CMV-p53).
2. Introgen shall immediately [*] to [*] INGN 201, as contemplated in
Section 2.3.3.
3. With respect to supply of INGN 201:
o Introgen shall use [*] the quantities of INGN 201 clinical
materials, according to the schedule, in Exhibit A, which
shall be used solely for clinical trials in the RPRP
Territory and North America. The price of such materials
shall be as per Section 12.3.2 (Ex Works). RPR and Introgen
shall [*] as contemplated in Section 12.5.
o Introgen and RPR shall supply to each other the quantities
of INGN 201 [*], according to the schedule, specified in
Exhibit B. The transfer price shall be [*]. [*]
o RPR acknowledges that Introgen has the exclusive right under
Section 12.3 to manufacture, or have a third party
manufacture, and supply Collaboration Products for both
clinical trials and commercial sale in North America, and
that this right is a fundamental benefit to Introgen under
the Collaboration Agreement; RPR agrees [*].
[*] Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.
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[*]
[*]
o RPR and Introgen agree to use their respective best efforts
to collaborate with and assist one another on a reciprocal
basis to ensure the supply of Collaboration Product for use
in North America and the RPRP Territory; provided that such
commitment [*] subject in each case to Article 12 of the
Collaboration Agreement.
o [*]
o [*]
4. Introgen shall file immediately with the U.S. FDA the [*] package.
All capitalized terms shall have the meaning in the Collaboration Agreement (p53
Products) dated October 7, 1994. References to "RPR" include RPRP. This
agreement shall terminate upon a termination of the Collaboration, except that
RPR's obligation to purchase the materials in Exhibit A shall survive any such
termination. This Agreement Memorandum is effective as of July 22, 1997.
INTROGEN THERAPEUTICS, INC. RHONE POULENC XXXXX
PHARMACEUTICALS, INC.
BY: /s/ Xxxxx X. Xxxxxxxx, Xx. BY: /s/ Xxxxxxxxx X. Xxxxxx
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[*] Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.
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