AMENDMENT NO. 4 TO THE LICENSE AGREEMENT EFFECTIVE 04/15/2001 BETWEEN STANFORD UNIVERSITY AND HISTOGENICS CORPORATION
Exhibit 10.25
AMENDMENT NO. 4
TO THE LICENSE AGREEMENT EFFECTIVE 04/15/2001
BETWEEN
STANFORD UNIVERSITY
AND HISTOGENICS CORPORATION
Effective as of April 29, 2010, THE BOARD OF TRUSTEES OF THE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Histogenics Corporation, a Delaware corporation having its principal offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Histogenics”) agrees as follows:
| 1. | BACKGROUND |
Stanford and Histogenics are parties to an Exclusive Agreement effective as of April 15, 2001 (the “Original Agreement”), as amended by the First Amendment to Exclusive Agreement effective as of October 26, 2005 (“Amendment No. 1”), Second Amendment to Exclusive Agreement effective as of January 15, 2006 (“Amendment No. 2”), and Amendment No. 3 to the License Agreement effective as of May 1, 2009 (“Amendment No. 3 and together with the Original Agreement, Amendment No. 1 and Amendment No. 2, the “License Agreement”). The License Agreement covers Restoration of Articular Cartilage Matrix disclosed in Stanford Docket S98-181. Stanford and Histogenics wish to amend the License Agreement to change the date by when Histogenics will have certain products available for commercial sale.
| 2. | AMENDMENT |
The third bullet in Section 2.6(A) of Amendment No. 2 is amended to read as follows:
| • | Histogenics will have Licensed Products available for commercial sale no later than December 31, 2015 |
| 3. | NO OTHER CHANGES |
Except as set forth in this Amendment No. 4, the License Agreement remains in full force and effect and is hereby ratified and confirmed. In the event of any conflict between the terms of this Amendment No. 4 and the terms of the License Agreement, the terms of this Amendment No. 4 shall control.
| 4. | EXECUTION IN COUNTERPARTS |
This Amendment No. 4 may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. The parties agree that a copy of the original signature (including an electronic copy) may be used for any and all purposes for which the
original signature may have been used. The parties further waive any right to challenge the admissibility of authenticity of this document in a court of law based solely on the absence of an original signature.
| 5. | ENTIRE AGREEMENT |
The License Agreement, as modified by this Amendment, represents the entire agreement between Stanford and Histogenics relating to the subject matter hereof and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to the subject matter of the License Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 in duplicate originals by their duly authorized officers or representatives.
| THE BOARD OF TRUSTEES OF THE ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ JUNIOR UNIVERSITY | ||
| Signature: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇ | |
| Title: | Director Technology Licensing | |
| Date: | April 29, 2010 | |
| HISTOGENICS CORPORATION | ||
| Signature: | /s/ F. ▇▇▇ ▇▇▇▇▇▇ | |
| Name: | F. ▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | CEO & President | |
| Date: | 4-29-10 | |
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