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EXHIBIT 10.24
ARIAD PHARMACEUTICALS, INC. HAS OMITTED FROM THIS EXHIBIT 10.24 PORTIONS OF THE
AGREEMENT FOR WHICH IT HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE SECURITIES
AND EXCHANGE COMMISSION. THE PORTIONS OF THE AGREEMENT FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED ARE MARKED "[ ]" AND SUCH CONFIDENTIAL PORTIONS
HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
July 3, 1996
Director
Office of Technology Licensing
Stanford University
▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Ms. Ku:
Reference is made to the Agreement effective as of January 1, 1994 between the
Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior University ("STANFORD") and
ARIAD Gene Therapeutics, Inc. ("AGT") (the "License Agreement") relating to
certain inventions by Drs. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ (Stanford Docket 92-147). This
letter will set forth our understanding regarding an amendment to the provisions
of the License Agreement dealing with the granting of sublicenses thereunder.
Terms which are defined in the License Agreement are used herein as so defined.
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. The provisions of Paragraph 14.6 of the License Agreement shall not apply to
sublicenses entered into by AGT on or before [ ]. The provisions of
Paragraph 6.6 of the Licensed Agreement shall not apply to any sublicense of
the type described in Paragraph 14.6 of the License Agreement (as amended by
Paragraph 2 hereof) (hereinafter called "Paragraph 14.6 Sublicenses")
granted by AGT on or before [ ].
2. The following provisions shall apply, in lieu of Paragraphs 6.6 and 14.6 of
the License Agreement, to any Paragraph 14.6 Sublicenses granted by AGT on
or before [ ]:
14.6. (a) If AGT grants sublicense(s) other than sublicense(s) covered
in Paragraph 14.5 above, in the fields of human and veterinary
healthcare or genetically engineered animals, under
STANFORD's rights in the Licensed Patent(s), then AGT shall
pay to STANFORD:
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Director, Office of Technology Licensing
July 3, 1996
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[
] .
(b) If AGT grants sublicense(s) other than sublicense(s) covered
in Paragraph 14.5 above, in the fields of Research Reagents
or genetically engineered plants, under STANFORD's rights in
the Licensed Patent(s), then AGT shall pay to STANFORD: [
] .
(c) Notwithstanding the foregoing, in no event will LICENSORS be
paid less than [ ] of the Net Sales of AGT's
sublicensees.
(d) For the avoidance of doubt, it is acknowledged and agreed
that payments for [
].
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Director, Office of Technology Licensing
July 3, 1996
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3. Notwithstanding any other provision of the License Agreement (as amended
hereby), including, without limitation, Paragraph 6.5 thereof, the royalty
payable to STANFORD with respect to Net Sales by AGT or by a sublicensee of
AGT of a Licensed Product [
].
4. On or before [ ], the parties will meet to discuss in good faith
whether the provisions set forth in Paragraphs 1 and 2 hereof shall be [
].
5. In all other respects, the License Agreement shall remain in full force and
effect and shall not be modified hereby.
If the foregoing accurately sets forth our understanding, please so signify by
signing a duplicate copy of this letter and returning to the undersigned,
whereupon it will take effect as an amendment to the License Agreement in
accordance with Paragraph 19.3 thereof.
Sincerely yours,
ARIAD GENE THERAPEUTICS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Chairman and Chief Executive Officer
ACCEPTED AND AGREED:
THE BOARD OF TRUSTEES OF THE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ JUNIOR UNIVERSITY
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇
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Director, Technology Licensing
