Exhibit 10.3
Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this
exhibit has been filed separately with the Securities and Exchange
Commission.
AMENDMENT
No. 1
to
Collaboration and License
Agreement
This AMENDMENT
No. 1 to Collaboration and License Agreement (the “
Amendment ”), effective as of May 15, 2008 (the
“ Amendment Date ”), is entered into by and
between BAYER Healthcare AG, a German corporation, having its
principal place of business at D-51368, Leverkusen, Germany,
(“ Licensee ”), and Seattle Genetics, Inc., a
Delaware corporation with an office at 21823 30
th
Drive S.E.,
Bothell, WA 98021 (“ Licensor ”).
RECITALS
WHEREAS , BAYER Pharmaceuticals Corporation, an
Affiliate of Licensee, and Licensor entered into a Collaboration
and License Agreement dated as of September 27, 2004 (the
“ Collaboration Agreement ”), which
Collaboration Agreement provides for the license to BAYER
Pharmaceuticals Corporation of Licensor technology useful for
linking certain cytotoxins to other molecules, such as antibodies;
and
WHEREAS , BAYER Pharmaceuticals Corporation assigned the
Collaboration Agreement to Licensee as of letter dated
January 8, 2007; and
WHEREAS, the initial Research Program Term under the
Collaboration Agreement has expired and Licensee now wishes to
conduct further research work on additional antibody-derived drug
conjugates to the Designated Antigen (as defined in the
Collaboration Agreement), all of which shall be considered Licensed
Products according to the Collaboration Agreement, pursuant to a
new research plan attached hereto (the “ New Research
Plan ”); and
WHEREAS , Licensor is willing to conduct such work under
the New Research Plan and renew the Research Program Term pursuant
to the terms set forth herein;
NOW THEREFORE,
in consideration of the mutual
covenants set forth herein, the Parties agree as follows (with all
capitalized terms used but not defined herein having the meanings
set forth in the Collaboration Agreement):
[***] Certain information on this
page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.
AGREEMENT
1. Definitions
. The definition of Improvements set
forth in Article 1 of the Collaboration Agreement is hereby amended
and restated in its entirety as set forth below:
“ Improvements
