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EXHIBIT 10.50
DATE: DECEMBER 7, 2005
MEDIMMUNE, INC.
AND
CRITICAL THERAPEUTICS, INC.
AMENDMENT NO. 1 RELATING TO
THE EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT
DATED JULY 30, 2003
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THIS AMENDMENT NO. 1 is made the 7th day of December, 2005
BETWEEN:
(1) MEDIMMUNE,
INC., a corporation organized and existing under the laws of
Delaware
("MEDIMMUNE") and
(2) CRITICAL
THERAPEUTICS, INC., a company organised under the laws of
Delaware
("CTI")
RECITALS:
(A) MedImmune
and CTI entered into an Exclusive License and Collaboration
Agreement
dated July 30, 2003.
(B) The said
Exclusive License and Collaboration Agreement is referred to
herein as
the "ORIGINAL AGREEMENT".
(C) MedImmune
and CTI have agreed to amend the Original Agreement by and upon
the terms
of this Amendment No. 1.
OPERATIVE PROVISIONS:
1.
INTRODUCTION, DEFINITIONS AND INTERPRETATION
1.1. This Amendment
No. 1 is supplemental to the Original Agreement.
1.2. In this
Amendment, the expression "THIS AMENDMENT NO. 1" shall mean
this
Amendment
No. 1, including its recitals and schedules.
1.3. Except where
expressly provided to the contrary in this Amendment No. 1:
1.3.1 all
capitalised terms used in this Amendment No. 1 shall have the
same meanings as are assigned thereto in the Original Agreement,
as
amended by this Amendment No. 1; and
1.3.2 this
Amendment No. 1 shall be interpreted in the same manner as the
Original Agreement.
1.4. Reference to
clauses herein are to clauses in the Original Agreement.
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2.
AMENDMENTS
NOW THEREFORE, in consideration of the mutual covenants contained
in the
Original Agreement and in this Amendment No. 1 and other good and
valuable
consideration the receipt of which is hereby ack
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