CONFIDENTIAL AMENDMENT NUMBER ONE to the COLLABORATION AGREEMENT
Exhibit 10.11
CONFIDENTIAL
AMENDMENT NUMBER ONE
to the
This AMENDMENT NUMBER ONE (this “Amendment”), dated February 21, 2013, amends the COLLABORATION AGREEMENT (the “Agreement”) is made as of July 25, 2012 (the “Effective Date”), by and between ADIMAB, LLC, a Delaware limited liability company having an address at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Adimab”) and MERSANA THERAPEUTICS, INC., a Delaware corporation having an address at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Mersana”).
BACKGROUND
WHEREAS, the Parties wish enter into an additional work plan related to Mammalian Scale-Up Production for [***];
WHEREAS, the Parties agree that Mersana will pay certain costs related to such work plan; and
Now, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Adimab and Mersana hereby agree as follows:
ARTICLE 1
1.1 Adimab and Mersana agree to each undertake the activities described in the Adimab-Mersana Work Plan entitled Mammalian Scale-Up Production for [***] attached hereto as Exhibit A (the “Scale-Up Work Plan”).
1.2 Mersana agrees to make the payments to Adimab described in the Scale-Up Work Plan, such payments to be made within [***] days of receipt of “Adimab Deliverables” as defined in the Scale-Up Work Plan.
1.3 All other terms and conditions of the Agreement shall remain in full force and effect.
[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
IN WITNESS WHEREOF, the Parties have by duly authorized persons executed this Agreement as of the date first written above.
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Title: |
EVP/COO |
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COO |
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Date: |
3-13-13 |
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[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Exhibit A
Mammalian Scale-Up Production for [***]
Adimab-Mersana Work Plan
Mammalian Scale-Up Production for [***]
Goal: [***] mgs of purified [***] for each of the [***]
Goal: [***] mgs of purified [***] for each of the [***]
[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
TABLE OF CONTENTS
SECTION A- RESEARCH PLAN
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[***] Scale-Up Production, |
5 |
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Adimab Deliverables |
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SECTION B - EXPENSES
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[***] Pricing |
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[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Section A
RESEARCH PLAN
[***] Scale-Up Production
Mersana Activity
1. Mersana has nominated [***] for mammalian expression
a. [***]
b. [***]
c. [***]
Adimab Activities
1. [***]
a. [***]
b. [***]
2. [***]
a. [***]
b. [***]
3. Characterization of purified [***]
a. [***]
b. [***]
c. [***]
d. [***]
[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Adimab Deliverables
1. Adimab will deliver
a. [***] mgs of purified [***] for each of the [***]
b. [***] mgs of purified [***] for each of the [***] selected constructs [***]
2. Characterization of each of the samples will be provided to Mersana:
a. [***]
b. [***]
c. [***]
d. [***]
[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Section B
Expenses
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Protein-A Purified [***] (mg) |
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[***] Pricing |
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[***] |
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[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.