SECOND AMENDMENT TO MAY 27, 1992 LICENSE AGREEMENT
This Second Amendment to May 27, 1992 License Agreement (the
"Amendment") is entered into effective as of the 18th day of September, 1998 by
and between the Arizona Board of Regents for The University of Arizona (the
"University") and IgX Corp., a Delaware corporation having a principal place of
business at Xxx Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the "Company").
WHEREAS, the parties hereto have previously entered into that certain
License Agreement dated May 27, 1992 (the "Original License Agreement"),
pursuant to which the Company was granted an exclusive, worldwide license for
use in humans in and to that certain Invention Disclosure entitled "Hyperimmune
Egg Yolks as a Source of Anti-Cryptosporidium Neutralizing Antibodies Suitable
for Passive Immune Transfer" (UA 1121).
WHEREAS, the parties hereto have previously entered into that certain
First Amendment to License Agreement dated August 9, 1993 (the "First
Amendment").
WHEREAS, the parties hereto now desire to amend the Original License
Agreement, as amended by the First Amendment, as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. Section 1.1 of the License Agreement, as amended by the First
Amendment, is hereby amended to include the following:
"INVENTIONS" shall be defined to also include that certain Invention
Disclosure entitled "Reduced Lipid Formulation of Hyperimmune Egg Yolk for
Treatment of Cryptosporidium Parvum" (UA 1765).
2. All capitalized terms used in this Amendment and not otherwise
defined shall have the meaning given such terms in the Original License
Agreement, as amended by the First Amendment. Except as expressly modified
hereby, all other terms and conditions of the Original License Agreement, as
amended by the First Amendment, shall remain in full force and effect in
accordance with the respective terms thereof. In the event of a conflict between
the terms and conditions contained in this Amendment and the terms and
conditions of the Original License Agreement, as amended by the First Amendment,
the terms and conditions of this Amendment shall prevail.
3. This Amendment may be executed in one or more counterparts,
all of which when fully-executed and delivered by all parties hereto and taken
together shall constitute a single agreement, binding against each of the
parties. To the maximum extent permitted by law or by any applicable
governmental authority, this Amendment may be signed and transmitted by
facsimile with the same validity as if it were an ink-signed document. Each
signatory below represents and warrants by his or her signature that he or she
is duly authorized (on behalf of the respective entity for which such signatory
has acted) to execute and deliver this instrument and any other document related
to this transaction, thereby fully binding each such respective entity.
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IN WITNESS WHEREOF, this Amendment is executed effective as of the
first date written above.
University THE ARIZONA BOARD OF REGENTS
ON BEHALF OF THE UNIVERSITY OF ARIZONA
By:
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Name:
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Title:
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Company IGX CORP., a Delaware corporation
By:
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Xxxxxx X. Xxxxx, Chairman
I have read this Amendment, and understand the obligations placed on me
and my laboratory and other University employees under my supervision, and agree
to be bound by it.
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Xxxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Cama
[Signature Page to Second Amendment to May 27, 1992 License Agreement]
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