0000950133-05-000896 Sample Contracts

THIRD AMENDMENT TO LICENSE AGREEMENT
License Agreement • March 7th, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations

This Third Amendment to the License Agreement (the “Third Amendment”) is made and entered into as of November 23, 2004 (“Third Amendment Execution Date”), by and between The University of Kansas Center for Research, Inc., a Kansas not-for-profit corporation (“Licensor”), and ProQuest Pharmaceuticals, Inc., a Delaware corporation and successor by merger to ProQuest Pharmaceuticals, Inc., a Kansas corporation, (“Licensee”). Licensor and Licensee may be referred to herein as “Party” or, collectively, as “Parties.” All capitalized terms used but not defined in this Third Amendment have the meaning given them in the Agreement.

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LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
License, Development and Commercialization Agreement • March 7th, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations • Kansas

THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made effective as of the 2nd day of March, 2000 (the “Effective Date”) by and between GUILFORD PHARMACEUTICALS INC., a Delaware corporation having its principal place of business at 6611 Tributary St., Baltimore, Maryland, U.S.A. 21224 (“Guilford”), on the one hand, PROQUEST PHARMACEUTICALS INC., a Kansas corporation having an address at 4913 Stoneback Place, Lawrence, Kansas 66047 (“ProQuest”). Guilford and ProQuest are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. References to Guilford and ProQuest shall include their respective Affiliates, as defined herein.

Second Amendment to the License Agreement
License Agreement • March 7th, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations

This Second Amendment to the License Agreement (the “Second Amendment”) is made and entered into as of August 20, 2004, by and between The University of Kansas Center for Research, Inc., a Kansas not-for-profit corporation (“Licensor”), and ProQuest Pharmaceuticals, Inc., a Kansas corporation (“Licensee”). Licensor and Licensee may be referred to herein as a “Party” or, collectively, as “Parties.”

FIRST AMENDMENT TO THE LICENSE AGREEMENT
License Agreement • March 7th, 2005 • Guilford Pharmaceuticals Inc • Pharmaceutical preparations

This First Amendment to the License Agreement (the “Amendment”) is made and entered into as of April 26, 2002 (the “Amendment Completion Date”), by and between The University of Kansas Center for Research, Inc., a Kansas not-for-profit corporation (“Licensor”), and ProQuest Pharmaceuticals, Inc., a Kansas corporation (“Licensee”). Licensor and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.

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