Bracketed information omitted and filed separately with the Securities and
Exchange Commission
Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4), 200.83
and 240.24b-2
EXHIBIT 10.11
FIRST AMENDMENT TO SUBLICENSE AGREEMENT
THIS FIRST AMENDMENT TO SUBLICENSE AGREEMENT (the "Amendment") is made and
entered into effective as of March 18, 1997, by and between id/2/-I, L.P., a
Texas limited partnership having a principal place of business at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("id/2/") and Sensus Drug Development
Corporation, a Delaware corporation having a principal place of business at ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (Sensus"). id/2/ and Sensus
may be referred to herein individually as a "Party," or collectively, as
"Parties."
RECITALS
A. Ohio University and its Biotechnology Institute entered into a
Biotechnology Licensing and Transfer Agreement (the "Licensing Agreement") with
Drug Development Investment Corporation ("DDIC") on January 18, 1993, which
provides that DDIC may assign the Licensing Agreement in whole or in part to any
of its affiliates.
B. DDIC assigned the Licensing Agreement to id/2/, an affiliate of DDIC,
through that certain "Amended Assignment and Assumption Agreement" dated
effective as of March 26, 1993.
C. id/2/ and Sensus entered into a Sublicense Agreement (the "Agreement")
dated July 14, 1994, whereby id/2/ sublicensed to Sensus its rights under the
License Agreement relating to the growth hormone antagonist portion of the
Licensed Technology (as defined in the Licensing Agreement).
D. The Parties now desire to amend the terms of the Agreement so as to
sublicense to Sensus all id/2/'s rights in the Licensed Technology under the
Licensing Agreement.
NOW, THEREFORE, the Parties agree as follows:
1.0 AMENDMENT OF THE AGREEMENT.
1.1 Section 1.1 of the Agreement is hereby modified to read in its
entirety as follows:
"1.1 'Assigned Technology' means all of the Licensed Technology as
defined in and covered by the Licensing Agreement."
1.2 The following portion of Section 3.1 of the Agreement is deleted:
"Where applicable, all references to "Licensed Technology" in the
Licensing Agreement should, for purposes of this Agreement, be read
instead as stating "Assigned Technology," except as follows: Where the
term, "Licensed Technology," is used in Section 1(g) ("Licensed
Technology") and Section l(j) ("Option Agreement"), such term shall be
read as it appears in the Licensing Agreement."
1.3 Section 4.1 of the Agreement is hereby deleted in its entirety.
1.4 The phrase "to the extent of at least $[*] annually" is hereby deleted
from the first sentence of Section 5.4.
[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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1.5 The following portion of Article is deleted:
"▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
1800 NationsBank Tower
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇"
and replaced with the following text:
"▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Cooley Godward, LLP
5 Palo Alto Square
3000 E1 Camino Real
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇"
1.6 The following portion of Article 8 is deleted:
"Director Technology Transfer Office
Ohio University
Innovation Center
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇, Ph.D.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇"
and replaced with:
"▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Associate Director
Innovation Center Program and Technology Transfer Office
Technology and Enterprise Building
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇"
1.7 Exhibit A of the Agreement is hereby deleted in its entirety.
2.0 MISCELLANEOUS
2.1 FULL FORCE AND EFFECT. This Amendment amends the terms of the
Agreement and is deemed incorporated into, and governed by all of other terms
of, the Agreement. The provisions of the Agreement, as amended by this
Amendment, remain in full force and effect.
2.2 COUNTERPARTS. This Amendments may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment in duplicate
originals by their authorized officers as of the date and year first above
written.
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ID/2/-I, L.P.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, PRESIDENT
By:___________________________
Title:________________________
SENSUS DRUG DEVELOPMENT CORP.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President / CEO
By:___________________________
Title:________________________
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