Exhibit 10.32
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 TO
LICENSE AND COLLABORATION AGREEMENT
THIS AMENDMENT TO LICENSE AND COLLABORATION
AGREEMENT (this “
Amendment ”), is entered into this ___ day of
June 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, Enzon and Santaris desire to amend and
restate certain provisions of the Agreement.
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 5.3 of
the Agreement is hereby amended and restated in its entirety as
follows:
Generation and Delivery of LNA
Compounds . Following the
designation of the Additional Targets, Santaris shall then, at its
sole cost and expense, use its Diligent Efforts to design,
identify, synthesize, screen and select in cell culture LNA
Compounds that meet the applicable Compound Acceptance Criteria and
to generate and deliver to Enzon LNA Compounds for all Additional
Targets in roughly equal intervals within a [**Redacted**]
period; provided, however, if Santaris has successfully generated
such LNA Compounds more frequently than [**Redacted**] every
[**Redacted**] , Santaris may elect to deliver such LNA
Compounds to Enzon.
3. The third
sentence of Section 5.4 of the Agreement is hereby amended and
restated in its entirety as follows:
Upon delivery by Santaris of at
least [**Redacted**] of substance for at least two (2) LNA
Compounds meeting the applicable Compound Acceptance Criteria for
an Additional Target (each of which is an “ Accepted LNA
Compound ”), Enzon shall pay the amount required under
Section 7.3; provided, however, in the event that Santaris elects
to deliver the LNA Compounds to Enzon more frequently than
[**Redacted**] every [**Redacted**] pursuant to
Section 5.3, Enzon shall not be required to pay the amount required
under Section 7.3 more than [**Redacted**] in any
[**Redacted**] period pursuant to the terms of Section
7.3.
4. The second
sentence of Section 5.5 of the Agreement is hereby amended and
restated in its entirety as follows:
Enzon shall use its Diligent Efforts
to determine,
