0001047469-04-006969 Sample Contracts

PDL LICENSE AGREEMENT between PROTEIN DESIGN LABS, INC. and GENENTECH, INC.
PDL License Agreement • March 8th, 2004 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances) • California

This PDL License Agreement (“Agreement”), effective as of December 18, 2003 (“Effective Date”), is made by and between PROTEIN DESIGN LABS, INC., a Delaware corporation, having offices at 34801 Campus Drive, Fremont, CA 94555 (hereinafter “PDL”) and GENENTECH, INC., a Delaware corporation, having offices at 1 DNA Way, South San Francisco, CA 94080 (hereinafter “GNE”).

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CONFIDENTIAL PROVISIONS MARKED
Patent Licensing Master Agreement • March 8th, 2004 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances)

This Amendment No. 2 to the Patent Licensing Master Agreement (“Amendment”) is entered into as of December 18, 2003 by and between Genentech, Inc. (“GNE”), a Delaware corporation having offices at 1 DNA Way, South San Francisco, California 94080 and Protein Design Labs, Inc. (“PDL”), a Delaware corporation having offices at 34801 Campus Drive, Fremont, California 94555 (collectively, the “Parties”) and amends that certain Patent Licensing Master Agreement dated September 25, 1998 (including the form PDL License Agreement attached thereto as Exhibit C), as amended by Amendment No. 1 to the Patent Licensing Master Agreement dated September 18, 2003 (collectively the “PLMA”). Except as expressly provided herein, capitalized terms shall have the meanings set forth in the PLMA and references to Sections, Exhibits and Articles shall be deemed references to the PLMA.

AMENDMENT NO. 1 TO THE HERCEPTIN LICENSE AGREEMENT
Herceptin License Agreement • March 8th, 2004 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances)

This Amendment No. 1 To The Herceptin License Agreement (“Amendment”) is entered into as of December 18, 2003 by and between Genentech, Inc. (“GNE”), a Delaware corporation having offices at 1 DNA Way, South San Francisco, California 94080 and Protein Design Labs, Inc. (“PDL”), a Delaware corporation having offices at 34801 Campus Drive, Fremont, California 94555 (collectively, the “Parties”) and amends that certain PDL License Agreement dated November 3, 1998 (the “Herceptin License Agreement”). Except as expressly provided herein, capitalized terms shall have the meanings set forth in the Herceptin License Agreement.

CONFIDENTIAL PROVISIONS MARKED AMENDMENT NO. 1 TO THE PATENT LICENSING MASTER AGREEMENT
Patent Licensing Master Agreement • March 8th, 2004 • Protein Design Labs Inc/De • Biological products, (no disgnostic substances)

This AMENDMENT NO. 1 TO THE PATENT LICENSING MASTER AGREEMENT (the “Amendment”), is entered into as of September 18, 2003 by and between Genentech, Inc. (“GNE”), a Delaware corporation having offices at 1 DNA Way, South San Francisco, California 94080 and PROTEIN DESIGN LABS, INC., a Delaware corporation having offices at 34801 Campus Drive, Fremont, California 94555 (“PDL”) and amends that certain Patent Licensing Master Agreement dated September 25, 1998 (the “Agreement”). Except as expressly provided herein, capitalized terms shall have the meaning set forth in the Agreement.

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