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EXHIBIT 10.13.4
FOURTH AMENDMENT TO COLLABORATION AGREEMENT
This
Fourth Amendment to Collaboration Agreement (this "Fourth
Amendment")
dated as of January 31, 2006 (the "Fourth Amendment Effective
Date"), is by and
between Regeneron Pharmaceuticals, Inc., a corporation organized
and existing
under the laws of the State of New York and having its principal
office at 777
Old Saw Mill River Road, Tarrytown, New York 10591 ("Regeneron ")
and
sanofi-aventis U. S., LLC, (successor in interest to Aventis
Pharmaceuticals
Inc.), a limited liability company organized and existing under the
laws of the
State of Delaware and having a principal place of business at 200
Crossing
Blvd., Bridgewater, New Jersey 08807 ("Aventis").
INTRODUCTION
WHEREAS,
Regeneron and Aventis are Parties to a Collaboration Agreement,
having an Effective Date of September 5, 2003, as amended on
December 31, 2004,
January 7, 2005, and December 21, 2005 (the "Collaboration
Agreement"); and
WHEREAS,
Regeneron and Aventis have determined that it is desirable to
amend certain provisions of the Collaboration Agreement and
document further
agreements between them as set forth herein.
NOW,
THEREFORE, in consideration of the following mutual promises
and
obligations and for good and valuable consideration, the receipt
and sufficiency
of which are hereby acknowledged, the Parties, intending to be
legally bound,
hereby agree as follows:
Capitalized terms used in this Fourth Amendment and not defined
herein shall
have the meanings ascribed to them in the Collaboration
Agreement.
1. NEWLY CREATED INTELLECTUAL PROPERTY. Article 4 of the
Collaboration Agreement
shall be amended by adding a new Section 4.6 at the end thereof as
follows:
"4.6 Newly Created Intellectual Property. In addition to
the other licenses granted under this Article 4 and subject to
the
other terms and conditions of this Agreement, to the
extent permitted under any relevant Third Party agreement,
each Party grants to the other Party and its Affiliates the
perpetual, royalty-free, paid-up, non-exclusive, worldwide
right and license, with the right to grant sublicenses, to use
and practice for any and all purposes: (i) all intellectual
property (including, without limitation, Know-How, Patents and
Patent Applications and copyrights) other than Excluded Rights
discovered, invented, authored or otherwise created by it (or
its Affiliate) after the Fourth Amendment Effective Date
directly in connection with the
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performance of the research activities approved by the JRC
and/or the clinical development activities approved by the
JDC, in each case, as included in the Co-Development Plans,
and (ii) the Patents and Know-How identified on Schedule I to
the Fourth Amendment (which were discovered or otherwise
created by Regeneron (either solely or with Third Party
collaborators) directly in connection with the performance of
the Co-Development Plans prior to the Fourth Amendment
Effective Date). As used above, the term "E
