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Exhibit
10.4
THIS CONSENT TO ASSIGNMENT AND
GUARANTEE is made on 12th September, 2007
BY :
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(1) |
ANTIGENICS, INC. , a Massachusetts corporation and
wholly owned subsidiary of Antigenics, Inc. a Delaware corporation,
having offices at 3 Forbes Road, Lexington, MA 02421(“
Antigenics MA ”); and |
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(2) |
ELAN CORPORATION, PLC , an Irish public limited company
having its principal executive offices at Treasury Building, Lower
Grand Canal Street, Dublin 2, Ireland (“ Elan
”); and |
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(3) |
ELAN PHARMA INTERNATIONAL LIMITED , an Irish private
limited company having its principal place of business at
Monksland, Athlone, Co. Westmeath, Ireland (“ EPIL
”). |
INTRODUCTION
| (A) |
Neuralab Limited, Elan Pharmaceuticals, Inc. (“
EPI ”) and Antigenics MA (as successor in interest to
Aquila Biopharmaceuticals, Inc.) are parties to a License Agreement
and a Supply Agreement each dated as of November 23, 1999, as
amended (as so amended the “ License Agreement ”
and the “ Supply Agreement ”). |
| (B) |
Neuralab Limited and EPI now wish to assign (the “
Assignment ”) their rights, obligations and
liabilities arising under the License Agreement and the Supply
Agreement (including EPI’s unconditional guaranties of
Neuralab Limited’s obligations under such Agreements) to EPIL
and Section 12.2 of the License Agreement and Section 8.2
of the Supply Agreement require the prior written consent of
Antigenics MA to effect the Assignment. |
| (C) |
As a condition to Antigenics MA consenting to the Assignment,
Elan has agreed to guarantee EPIL’s performance of its
obligations under the License Agreement and the Supply Agreement
(collectively, the “ Agreements ”). |
The parties hereby agree as
follows:
Antigenics MA agrees to the Assignment
of the Agreements from Neuralab and EPI to EPIL, provided that EPIL
agrees to assume all obligations and liabilities of Neuralab and
EPI under the Agreements, including liabilities under the
Agreements for causes of action arising based on activities
conducted prior to the Assignment, and prov
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