FOURTH AMENDMENT TO COLLABORATION AGREEMENTCollaboration Agreement |
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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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