1
CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this
document have been omitted and are marked with the
notation, "*Confidential Treatment Requested." A complete
copy has been filed with the Securities and Exchange Commission.
EXHIBIT 10.03
AMENDMENT TO ALLOS THERAPEUTICS, INC. AND CIT
AMENDED AND RESTATED ALLOSTERIC MODIFIERS OF HEMOGLOBIN AGREEMENT
This agreement of amendment (Amendment) is entered into as of January
17, 1995 by and between Allos Therapeutics, Inc. (Allos) and the
Center for Innovative Technology (CIT), both corporations organized
under the laws of the Commonwealth of Virginia.
1 Allos, formerly Hemotech Sciences, Inc., and CIT entered into an agreement on
or about January 10, 1994, entitled Hemotech and CIT - Amended and Restated
Allosteric Modifiers of Hemoglobin Agreement (hereinafter called the Agreement).
2 Allos and CIT wish to amend the agreement as set forth in this Amendment in
order to (1) modify Section 3, Funding of Research, of the Agreement related to
inventions made in the course of Allos funded research and (2) to include two
(2) new disclosures of technology developed by Xxxxxx X. Xxxxxxx et al. related
to Allosteric modifiers of Hemoglobin.
2.1 In the third sentence of Paragraph 3, Funding of Research, of the Agreement,
which begins, "The terms of such research agreement..." strike the words
"...which are included in any claim of a U.S. Patent..." and in place of these
words insert "...funded by Allos and related to Allosteric Modifiers of
Hemoglobin..." The revised Paragraph 3 as amended herein shall read: Allos shall
sponsor research at VCU relating to the Technology. The research shall be
sponsored under one or more renewable agreements providing for the payment by
Allos of [ * ] by December 31, 1995. The terms of such research agreement(s)
shall be those contained in the standard research agreement used by VCU, except
that the research agreement shall provide that inventions made in the course of
the research funded by Allos and related to Allosteric Modifiers of Hemoglobin
licensed to Allos under this agreement will be licensed to Allos as part of the
Technology licensed under this agreement. If VCU declines to enter into
agreement(s) containing such terms, Allos shall not be obligated by this
agreement to sponsor such research.
2.2 CIT possesses two (2) disclosures of technology developed by Xxxxxx X.
Xxxxxxx et al. related to Allosteric Modifiers of Hemoglobin, CIT Case #538 and
Addition of Hydrophobic Anesthetics and Hydrophobic Compounds to Allosteric
Effectors of Hemoglobin, CIT Case #569 (Appendices A and B attached).
Hereafter, these new disclosures are referred to as the New Technology (the New
Technology). The New Technology was developed pursuant to Section 3 of the
Agreement, Funding of Research. Although the New Technology may not be included
in any claim of a U.S. Patent licensed to Allos, CIT and Allos agree to include
this New Technology as part of the Technology.
3 Allos shall within sixty (60) days from the end of each Allos fiscal year,
deliver to CIT a report citing jobs in Allos created and/or retained, revenues
generated, costs saved, capital investment and capital obtained related to the
Technology.
4 All terms in this Amendment shall be as defined in the Agreement.
*CONFIDENTIAL TREATMENT
REQUESTED
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5 The Agreement, as amended by this Amendment, represents the entire
understanding between the parties and supersedes all other agreements or
amendments, expressed or implied, between the parties concerning the Technology.
6 The Agreement or this Amendment may be altered only in writing signed by
both parties.
ALLOS THERAPEUTICS, INC.
/s/ XXXXXXX X. XXXXXXX
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Title: President
Date: 4/23/95
CENTER FOR INNOVATIVE TECHNOLOGY
/s/ XXXXXX X. XXXXXXX, XX.
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Xxxxxx X. Xxxxxxx, Xx.
President
Date: 2-14-95
VIRGINIA COMMONWEALTH UNIVERSITY
/s/ XXXXXX XXXXXXXX
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Title: Director Tech Transfer
Date: 2/1/95
