EXHIBIT 10.83
SECOND AMENDMENT
THIS SECOND AMENDMENT is made the 16th day of June, 1998.
BETWEEN
1. LONZA BIOLOGICS PLC of ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇, ▇▇▇▇▇▇▇ (hereinafter referred to as "LB"),
AND
2. MEDIMMUNE INC. of ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ (hereinafter referred to as "Licensee").
WHEREAS
A. Licensee entered into an agreement dated 10th January 1994
(hereinafter referred to as "the Agreement" with LB's then
Affiliate, known as Celltech Therapeutics Limited (formerly
known as Celltech Limited), relating to the Intellectual
Property and the Product (as therein defined), and
B. The rights and obligations of Celltech Therapeutics Limited
under the Agreement were novated in favour of L.B. by
agreement between the parties, with effect from 26 July
1996, and
C. LB and Licensee entered into a First Amendment to the
Agreement dated as of 8th April 1998 (hereinafter "the First
Amendment"), and
D. LB and Licensee now wish to amend the terms of the Agreement
and the First Amendment.
NOW THEREFORE it is hereby AGREED as follows:
1. Definitions and Interpretations
Unless otherwise stated, capitalized terms shall have the
same meanings herein as are ascribed to them by the
Agreement and the First Amendment.
2. Effective Date
Notwithstanding the date of signature of this second
amendment to the Agreement, the provisions of this amendment
shall be deemed to have taken effect on June 16, 1998.
3. Changes to the Agreement
3.1 Clause 3.1 of the Agreement is deleted in the
entirety and rewritten as follows:
3.1 LB hereby grants to Licensee a
worldwide, fully paid-up, non-exclusive
license under the Intellectual Property to
develop, manufacture, market and sell
Product.
3.2 Clauses 4.1, 5.1, 5.2, 5.3.1 and 5.4 of the
Agreement are deleted in the entirety.
4. Changes to the First Amendment
4.1 Clauses 3.2.4, 4.1.2 and 4.2 of the First
Amendment are deleted in the entirety.
5. Payments
Within thirty (30) days of the date of this Second
Amendment, Licensee shall pay LB (CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED).
6. Irrevocable License
Notwithstanding any other provision to the contrary in the
Agreement, the First Amendment or this Second Amendment,
Licensee shall have the irrevocable right to continue to use
the Intellectual Property to develop, manufacture, market
and sell Product both during the term of the Agreement and
after termination or expiration of the Agreement or the
First Amendment, including the right to permit BI Pharma to
use the Intellectual Property to produce Product for
Licensee; provided, however, that LB shall have the right to
terminate the rights and licenses granted to Licensee in the
event that Licensee breaches the Agreement by unauthorized
release of Materials, Cell Lines or Material Know-How. Such
termination shall take effect sixty (60) days after written
notice by LB to Licensee specifying such breach, unless such
breach is cured prior to the expiration of such sixty (60)
day period.
7. Continuation of Terms
Save to the extent expressly set out herein, the terms and
conditions of the Agreement and the First Amendment shall
continue in full force and effect.
AS WITNESS the hands of the duly authorized representatives
of the parties hereto
Signed for and on behalf of
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
LONZA BIOLOGICS PLC President
Signed for and on behalf of
/s/▇▇▇▇▇ ▇. ▇▇▇▇
MEDIMMUNE INC. President and Chief Operating
Officer
