EXHIBIT 10.1
CONFIDENTIAL
CERTAIN
MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE
OMITTED MATERIAL 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 (this “
Amendment ”), effective as of January 1, 2005
(the “Amendment Effective Date ”), is made by
and between CancerVax Corporation, a Delaware corporation having
its principal office at 2110 Rutherford Road, Carlsbad, California,
92008, USA (“ CancerVax ”), and Serono
Technologies S.A., a Swiss corporation having its principal office
at Zone Industrielle de l’Ouriettaz, 1170 Aubonne,
Switzerland (“ Serono ”). CancerVax and Serono
may each be referred to as a “ Party ” or
together, the “ Parties ”.
WHEREAS, the
Parties entered into that certain Collaboration and License
Agreement dated as of December 15, 2004 (the “
Agreement ”; capitalized terms used and not otherwise
defined in this Amendment are used as defined in the Agreement),
which set forth, among other things, the Parties’ agreement
in respect of the sharing of certain Development Expenses and
Commercialization Expenses; and
WHEREAS, the
Parties wish to amend the basis on which certain Development
Expenses and Commercialization Expenses are calculated.
NOW, THEREFORE, in
consideration of the foregoing premises and the representations,
covenants and agreements contained herein, CancerVax and Serono,
intending to be legally bound, hereby agree as follows:
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1.
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Amendment to Definition of
Commercial Expenses . Section 1.18.1 of the
Agreement is hereby amended and restated in its entirety as
follows:
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1.18.1
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internal marketing, scientific,
medical, technical or managerial personnel engaged in such efforts,
which costs shall be documented and based on the Commercial FTE
Rate, unless another basis is otherwise agreed by the Steering
Committee in writing; for the sake of clarity, the Parties agree
that costs attributable to persons whose salaries or other costs or
expenses can be included in Allocable Overhead shall not be
calculated at the Commercial FTE Rate.
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2.
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New Definition: Commercial FTE
Rate . The
following is hereby inserted into the Agreement as new
Section 1.18A, to follow Section 1.18 and precede
Section 1.19:
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1.18A
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“ Commercial FTE Rate
” means [***] U.S. dollars (U.S. $ [***] ) per
full time equivalent personnel. Such rate shall be adjusted as
provided in Section 6.2.9A.
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***Certain
information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with
respect to the omitted portions.
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3.
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New Section 1.18.1A
. The following is
hereby inserted into the Agreement as a new Section 1.18.1A to
follow Section 1.18.1 and precede
Section 1.18.2:
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1.18.1A
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additional support personnel engaged
in such efforts who are not included within the definition of
Section 1.18.1, including but not limited to administrative
support personnel, which costs shall be documented and based on
each such individual’s actual applicable FTE Costs (as
opposed to on an averaged basis) to Serono or CancerVax,
respectively, for the relevant period;
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4.
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New Section 1.29.1A
. The following is
hereby inserted into the Agreement as a new Section 1.29.1A to
follow Section 1.29.1 and precede
Section 1.29.2:
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1.29.1A
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additional support personnel engaged
in such efforts who are not included within the definition of
Section 1.29.1, including but not limited to administrative
support personnel, which costs shall be documented and based on
each such individual’s actual applicable FTE Costs (as
opposed to on an averaged basis) to Serono or CancerVax,
respectively, for the relevant period;
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5.
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New Definition: Development FTE
Rate . The
following is hereby inserted into the Agreement as a new
Section 1.29A, to follow Section 1.29 and precede
Section 1.30:
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1.29A
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“ Development FTE Rate
” means [***] U.S. dollars (U.S. $ [***] ) per
full time equivalent
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