WYETH
ACTING THROUGH ITS
WYETH PHARMACEUTICALS DIVISION
500 Arcola
Road
Collegeville,
Pennsylvania 19426 USA
Trubion
Pharmaceuticals, Inc.
2401 4 th
Avenue, Suite 1050
Seattle, Washington 98121
Re: Amendment
No. 1 to the Collaboration and License Agreement dated as of
December 19, 2005 (the “Agreement”) by and between
Trubion Pharmaceuticals, Inc. (“Trubion”) and Wyeth,
acting through its Wyeth Pharmaceuticals Division
(“Wyeth”)
This letter
agreement (the “Letter Agreement”) constitutes
Amendment No. 1 to the Agreement referred to above.
Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement. Trubion and Wyeth desire to
amend the Agreement as set forth herein, for purposes that pertain
to, among other things, the transfer of proprietary materials from
Wyeth to Trubion for use in connection with the Research Program,
activities related to process development and manufacturing in
connection with the Agreement, and other activities mutually agreed
upon in writing by the Parties. This Letter Agreement sets forth
the agreement of Trubion and Wyeth with respect to such
amendment.
1.
Section 3.2.2 . Each of Trubion and Wyeth agrees that
the Agreement hereby is amended by deleting the phrase “On or
before *** appearing in the first sentence of Section 3.2.2 and
replacing it with the following phrase: “On or before
***
2.
Section 3.7 . Each of Trubion and Wyeth agrees that the
Agreement hereby is amended by the following restatement of the
first sentence of Section 3.7 appearing therein, which amended
sentence shall read as follows:
“Data
and Deliverables. Each
Party will use Commercially Reasonable Efforts to promptly provide
to the other Party the data or desired deliverables specified in
the Research Plan and such other data, deliverables and materials
as the Parties may deem desirable in furtherance of the Agreement,
including, without limitation, (a) SMIPs, Recombinant DNA, and
Cell Lines, to the extent related to Licensed Targets and/or
Licensed Products, (b) activity evaluation of the items listed
in (a) obtained from in vitro or in vivo assays,
and (c) pharmacology studies, process development and
manufacturing
data, drug
product formulation data, toxicology and safety studies, and
evaluation of chemotherapy conjugates.”
The other
sentences in Section 3.7 of the Agreement remain
unchanged.
3. New
Section 6.4 . Each of Trubion and Wyeth agrees that the
Agreement hereby is further amended by inserting the following new
Section 6.4 after Section 6.3 therein:
“6.4
Transfer of Materials by Wyeth.
6.4.1.
Transfer. From time to
time Wyeth may provide Trubion with proprietary Wyeth materials
(the “Wyeth Materials”). Wyeth represents and warrants
to Trubion that Wyeth has the right to provide the Wyeth Materials
to Trubion for the uses authorized herein. Except as set forth in
the preceding sentence, the Wyeth Materials are provided by Wyeth
on an “as-is” basis without representation or warranty
of any type, express or implied, including any
representati
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