AMENDMENT No. 1 TO EXCLUSIVE PATENT LICENSE AGREEMENT
Exhibit 10.18
AMENDMENT
No. 1 TO EXCLUSIVE PATENT LICENSE AGREEMENT
This
Amendment No. 1 to Exclusive Patent License Agreement (AMENDMENT ONE) is made
and entered into as of June 1, 2009 by and between Peregrine Pharmaceuticals,
Inc. (LICENSEE) and the Board of Regents (BOARD) of The University of Texas
System (SYSTEM).
RECITALS
A. LICENSEE
and BOARD entered into an Exclusive Patent License Agreement effective as of
August 18, 2005 (3G4 AGREEMENT).
B. LICENSEE
and BOARD wish to amend the terms of the 3G4 AGREEMENT to revise the royalty
provisions as set forth below.
NOW, THEREFORE, it is hereby
agreed as follows:
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1.
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Section
5.1c of the 3G4 AGREEMENT shall be revised to read in its entirety as
follows:
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“c. a
running royalty equal to [***]
of NET SALES, provided however, if a royalty is payable on the same LICENSED
PRODUCT under any other license agreement between BOARD and LICENSEE covering
patents naming ▇▇▇▇▇▇ ▇▇▇▇▇▇ as inventor and developed at UT SOUTHWESTERN, then
LICENSEE shall pay either (i) the royalty on NET SALES of such LICENSED PRODUCT
under this AGREEMENT, or (ii) the royalty due on such LICENSED PRODUCT under
such other agreement, whichever is higher;”
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2.
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Section
5.1f of the 3G4 AGREEMENT shall be deleted in its entirety and subsequent
Sections 5.1g, 5.1h, and 5.1i shall be renumbered 5.1f, 5.1g and 5.1h
respectively.
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3.
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Except
as expressly provided in this AMENDMENT ONE, all other terms, conditions
and provisions of the 3G4 AGREEMENT shall continue in full force and
effect as provided therein.
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4.
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This
AMENDMENT ONE may be executed in counterparts, each of which shall be
deemed original, and in aggregate shall constitute one and the same
instrument. Transmission by facsimile, email or other form of
electronic transmission of an executed counterpart of this AMENDMENT ONE
shall be deemed to constitute due and sufficient delivery of such
counterpart.
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[***] The
following portion has been omitted pursuant to a Confidential Treatment Request
under Rule 24b-2 of the Securities Exchange Act of 1934 and has been filed
separately with the Securities and Exchange Commission.
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IN WITNESS WHEREOF, LICENSEE and BOARD have entered into this AMENDMENT ONE effective as of the date first set forth above.
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BOARD
OF REGENTS OF
THE
UNIVERSITY OF TEXAS SYSTEM
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PEREGRINE
PHARMACEUTICALS, INC.
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By /s/ ▇▇▇▇ ▇.
▇▇▇▇
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By /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇
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▇▇▇▇▇▇
▇. ▇▇▇▇
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Executive
Vice President for Business Affairs
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President
and CEO
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UT
Southwestern Medical Center at Dallas
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Date
7/23/09
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Date
7-10-09
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Approved
as to Content:
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By /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇
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▇▇▇▇▇▇
▇. ▇▇▇▇▇, M.D.
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Vice
President for Technology Development
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UT
Southwestern Medical Center at Dallas
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Date
7/21/09
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