Exhibit 10.34
CONFIDENTIAL TREATMENT
REQUESTED
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR
WHICH CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED IS OMITTED AND IS NOTED AS FOLLOWS **REDACTED**.
AN
UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND
EXCHANGE COMMISSION.
Amendment No 3
AMENDMENT TO
LICENSE AND COLLABORATION
AGREEMENT
THIS
AMENDMENT TO LICENSE AND COLLABORATION AGREEMENT
(this “ Amendment
”), is entered into this 21 day of December 2007 (the
“ Effective Date ”) by and between Santaris
Pharma A/S , a Danish corporation having its principal place of
business at Hørsholm, Denmark (“ Santaris
”), and Enzon Pharmaceuticals, Inc. , a Delaware
corporation having its principal place of business at Bridgewater,
New Jersey 08807 (“ Enzon ”). Santaris and Enzon
may be referred to herein individually as a “ Party
” or collectively, as the “ Parties
”.
BACKGROUND
WHEREAS,
Enzon and Santaris entered into the License and Collaboration
Agreement dated July 26, 2006 (the “ Agreement
”); and
WHEREAS,
the Agreement was amended by Amendment No 1 dated 13 th
of June and Amendment No 2 dated 25 th of June
2007.
WHEREAS,
Enzon and Santaris desire to amend and restate certain provisions
of the Agreement.
WHEREAS,
Enzon and Santaris changed the discovery process activities to
allow Enzon to make certain mini-tox studies.
NOW,
THEREFORE, in consideration of the covenants and obligations
expressed herein and intending to be legally bound, and otherwise
bound by proper and reasonable conduct, the Parties agree as
follows:
1. Capitalized
terms used herein and not otherwise defined shall have the meanings
given to them in the Agreement.
2. Section 5.4 of
the Agreement is hereby amended and restated in its entirety as
follows:
Compound Selection
. Each LNA Compound delivered by
Santaris to Enzon will be identified by Santaris pursuant to the
selection process set forth in Schedule 5.4A (the “
Compound Selection Process ”) and shall satisfy the
acceptance criteria set forth for such Additional Target in
Schedule 5.4B (the “ Compound Acceptance
Criteria ”). Following the Compound Selection Process,
Santaris shall provide Enzon with written reports detailing the
results of such process, including its design, synthesis, first
screening efforts, second screening efforts, as well as the
sequences of any and all LNA Compounds resulting from such process
that meet the Compound Acceptance Criteria. Upon
Amendment No 3
Santaris’ delivery, at
Santaris’ cost, of [**Redacted**] of each of
[**Redacted**] LNA Compounds that meet the Compound
Acceptance Criteria each of which is an “ Accepted LNA
Compound ” for Enzon’s [**Redacted**] (which
LNA Compounds shall satisfy the obligations of Santaris under
Section 5.3), Enzon shall pay the required amount under Section
7.3; provided, however, in the event that Santaris elects to
deliver the LNA Compounds to Enzon more frequently than with
respect to [**Redacted**] Additional Target every
[**Redacted**] pursuant to Section 5.3, Enzon shall not be
required to pay the amount required under Section 7.3 more than
once in any [**Redacted**] period pursuant to the terms of
Section 7.3. Following Enzon’s [**Redacted**] , which
shall last no longer than [**Redacted**] , Santaris shall at
Santaris’ cost provide Enzon with one and
[**Redacted**] of substance for [**Redacted**] LNA
Compounds (identified by Enzon) meeting the applicable Compound
Acceptance Criteria for an Additional Target (each of which is an
Accepted LNA Compound). Enzon shall have the right to synthesize or
have synthesized by a Third Party, at Enzon’s sole cost,
additional quantities of any and all LNA Compounds delivered by
Santaris, as well as quantities of any additional LNA Compounds
disclosed in the written reports provided by Santaris pursuant to
this Section 5.4 that also meet the applicable Compound Acceptance
Criteria (each such additional LNA Compound synthesized by or for
Enzon, if any
