Exhibit 10.48
E XECUTION V ERSION
FIRST AMENDMENT TO
ASSET PURCHASE
AGREEMENT
This First Amendment to Asset
Purchase Agreement (this “ Amendment ”), dated
as of December 9, 2008 (the “ Effective Date ”),
is made by and between CELL THERAPEUTICS, INC., a Washington
corporation (“ Buyer ”), and BIOGEN IDEC INC., a
Delaware corporation (“ Seller ”), with
reference to the following facts:
A. Buyer and Seller
are parties to that certain Asset Purchase Agreement, dated August
15, 2007, relating to the pharmaceutical product currently marketed
and sold as ZEVALIN ® (Ibritumomab Tiuxetan) (the
“ Agreement ”).
B. Buyer anticipates receiving
approval from the FDA to expand the labeling for the Product with
respect to an indolent non-Hodgkin’s lymphoma indication (the
“ Indolent Milestone Event ”) during calendar
year 2009.
C. Unless otherwise defined herein,
any capitalized terms used herein shall have their respective
meanings as set forth in the Agreement.
NOW, THEREFORE, Buyer and Seller
agree as follows:
1.
Modification of Indolent Milestone Payment . Subject to the
terms and conditions set forth herein, as of the Effective Date,
for purposes of the Ten Million Dollar ($10,000,000) Milestone
Payment referred to in Section 3.3 of the Agreement that is
triggered by the Indolent Milestone Event (the “ Indolent
Milestone Payment ”), the obligation of Buyer with
respect to the Indolent Milestone Payment shall be deleted in its
entirety and replaced with and modified as follows:
(a) Buyer shall pay to Seller the
amount of Two Hundred Thousand Dollars ($200,000) (the “
First Payment ”) concurrent with the execution of this
Amendment ( i.e. , as of the Effective Date).
(b) Buyer shall pay to Seller the
amount of Two Million Dollars ($2,000,000) (the “ Second
Payment ”) upon the earlier of (i) sixty (60) days after
the Effective Date ( i.e. , February 7, 2009) or (ii) the
closing of a joint venture or other similar transaction between
Buyer and Spectrum Pharmaceuticals, Inc., a Delaware corporation,
relating to the Product.
(c) Buyer shall, within thirty (30)
days after the Indolent Milestone Event, pay to Seller an amount
(the “ Third Payment ”) determined as
follows:
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if the Indolent Milestone Event
occurs during calendar year 2008 or 2009, the Third Payment shall
be in the amount of Five Million Five Hundred Thousand Dollars
($5,500,000); provided , however , that such
Third
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