Exhibit 10.50
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and
240.24b-2(b)(1)
AMENDMENT
No. 1 (this “ Amendment ”), dated as of
December 30, 2005, to the Asset Purchase Agreement dated as of
November 23, 2005 (the “ Agreement ”), by
and between IDM PHARMA, INC., a Delaware corporation (the “
Seller ”), and PHARMEXA INC., a Delaware corporation
(the “ Buyer ”). Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in
the Agreement.
A. The Seller and
the Buyer have entered into the Agreement; and
B. The Seller
and the Buyer have agreed to enter into this Amendment.
NOW, THEREFORE, in
consideration of the foregoing and the rights and obligations
contained herein, and intending to be legally bound hereby, the
Seller and the Buyer hereby agree as follows:
Section 1.
Section 3.15 . Section 3.15 shall be added to the
Agreement as follows:
“3.15
Transfer to [. . . *** . . .]. On the Closing Date, Buyer
shall sell, assign, transfer and convey to [. . . *** . . .]
(a) the equipment and (b) Buyer’s interest in the
agreements, in each case listed on Schedule 3.15 , in
exchange for aggregate consideration of [. ***.], to be paid by [.
. . *** . . .], and shall issue a Bill of Sale to [. . . *** . . .]
evidencing such transfer.”
Section 2.
Schedule 3.15 . Schedule 3.15, attached hereto as
Exhibit A , shall be added to the Agreement.
Section 3.
Schedule 4.5(a) . Schedule 4.5(a) of the Agreement
shall be deleted and replaced in its entirety by the schedule
attached hereto as Exhibit B .
Section 4.
Schedule 6.6 . Schedule 6.6 of the Agreement shall
be deleted and replaced in its entirety by the schedule attached
hereto as Exhibit C .
Section 5.
Entire Agreement . The Agreement, as amended by this
Amendment, constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior
agreements and undertakings, both written and oral, between the
parties. Except as amended by this Amendment, the Agreement shall
continue in full force and effect in accordance with its
terms.
Section 6.
Severability . If any term or other provision of this
Amendment is invalid, illegal or incapable of being
enforced
