AMENDMENT NO. 1 TO LICENSE AND OPTION AGREEMENT
This Amendment No. 1 is dated as of May 31, 1995, by and between
Apollon, Inc., a Pennsylvania corporation ("Apollon"), and Centocor, Inc., a
Pennsylvania corporation ("Centocor").
W I T N E S S E T H
WHEREAS, Apollon and Centocor are parties to a certain License and
Option Agreement, dated as of March 6, 1995 (the "Agreement"), pursuant to which
Apollon, among other things, granted Centocor an exclusive, royalty-bearing
license to certain technology and patents in the Field;
WHEREAS, Apollon and the Lederle-Praxis Biologicals Division of
American Cyanamid Company, a wholly owned subsidiary of American Home Products
Corporation ("LPB"), are in the process of negotiating a collaboration with
respect to the development of polynucleotide-based genetic vaccination products
using Apollon's technology and patents, including without limitation the Apollon
Patent Rights and Apollon Knowhow, for the prophylaxis and/or treatment of
certain viral and other microbial infections;
WHEREAS, the products being considered by Apollon and LPB for
inclusion in their collaboration may be of use in the Field;
WHEREAS, LPB has, as a condition to entering into the collaboration
with Apollon, requested that Apollon and Centocor clarify that the terms and
conditions of the Agreement shall not prohibit Apollon and LPB from marketing
and selling viral vaccines in the Field; and
WHEREAS, it is in Centocor's best interests, as a significant
shareholder and creditor of Apollon, that Apollon enter into the proposed
collaboration with LPB.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Article III of the Agreement is hereby amended to add a new
Section 3.4, which shall read in full as follows:
"3.4 Centocor acknowledges that during the term of this Agreement and
thereafter, Apollon will be engaged, either directly or indirectly
through one or more collaborators, licensors or licensees, in the
research and development of
polynucleotide-based genetic vaccination products for use in the
prophylaxis and/or treatment of viral and other microbial infections
("Other Products"), which Other Products may also be useful in the Field.
Nothing contained in this Agreement shall, or shall be deemed to, prohibit
Apollon and its collaborators, licensors and licensees from engaging in
research and development with respect to the use of the Apollon Patent
Rights, Apollon Knowhow, or any Patents or Knowhow subject to the
University Licenses in the Field or from marketing and/or selling the Other
Products in the Field."
2. Capitalized terms used but not defined in this Amendment No. 1
shall have the meanings ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, each of the parties hereto has fully executed this
Amendment No. 1 all as of the day and year first above written.
APOLLON, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
-----------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
President
CENTOCOR, INC.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name:
Title:
2