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EXHIBIT 10.13.3
THIRD AMENDMENT TO
COLLABORATION AGREEMENT
This Third Amendment to
Collaboration Agreement (this "Third Amendment")
dated as of December 21, 2005, 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 Aventis Pharmaceuticals Inc., a
corporation
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,
and January 7, 2005 (the "Collaboration Agreement"); and
WHEREAS, Regeneron and Aventis have
determined that it is desirable to
amend certain provisions of the Collaboration Agreement to include Japan in the
Territory under the terms and conditions 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 Third Amendment and not defined herein shall have
the meanings ascribed to them in the Collaboration Agreement.
1. ARTICLE 1. "DEFINITIONS".
Article 1 of the Collaboration Agreement shall
be amended as follows:
(a) Section 1.2 "Additional
Major Market Country" shall be amended by
adding the words "Japan
and" after the words "other than" and before the
words "the Major Market
Countries referred to in clause (i) of the
definition thereof" therein.
(b) Section 1.41 "Consolidated
Net Profit/Loss Report" shall be amended by
adding the following sentence at
the end thereof. "This report shall also
include, in reasonable detail, Net
Sales in Japan, ******* (as defined in
Section 9.1(b)), and the Japan
Royalty Payment in sufficient detail to
calculate the Japan True-Up for
such calendar quarter."
(c) Section 1.53
"Develop" or "Development" shall be amended by adding the
phrase "in the case of all
countries in the Territory except Japan," after
the reference to "(c)"
therein.
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(d) Section 1.158
"Territory" shall be amended by deleting the words
", excluding Japan"
therein.
2. SECTION 2.6 "JAPAN".
Section 2.6 of the Collaboration Agreement shall be
deleted in its entirety.
3. SECTION 4.1 "LICENSE
GRANTS". Section 4.1 of the Collaboration Agreement
shall be amended by deleting the
reference to "(i)" therein and deleting
the phrase "and (ii) the
foregoing license grant shall not restrict or
prohibit Regeneron's right to
manufacture and supply Regeneron VEGF
Products for importation into or
use or sale in Japan."
4. SECTION 4.3 "SUBLICENSES;
SUBCONTRACTING". Section 4.3 of the
Collaboration Agreement shall be
amended by adding the phrase "other than
Japan" after the reference to
the defined term "Rest of World Country" in
clause (A) therein.
5. SECTION 6.5 "VEGF PRODUCT
PRICING AND PRICING APPROVALS". Section 6.5 of
the Collaboration Agreement shall
be amended by adding ", Japan"
immediately before the phrase
"as well as the United States" in the final
sentence therein. Section 6.5 of
the Collaboration Agreement shall be
further amended by adding the words
"or Japan" at the end thereof after
the reference to "the United
States."
6. SECTION 9.1(a) "SHARING OF
COLLABORATION PROFITS AND LOSSES". Section
9.1(a) of the Collaboration
Agreement shall be amended by adding the words
"other than Japan" after
the defined term "Rest of World Countries"
therein. Section 9.1(a) shall be
further amended by adding the following
sentence at the end thereof:
"In addition, in consideration of the license
grants herein for VEGF Products in
Japan, and subject to the other terms
and conditions of this Agreement,
Aventis shall pay to Regeneron as part
of the Quarterly True-Up a royalty
on Net Sales in Japan calculated in
accordance with the formula
described in Schedule 1A (the 'Japan Royalty
Payment')."
7. SECTION 9.1(b) "SHARING OF
COLLABORATION PROFITS AND LOSSES". Section
9.1(b) of the Collaboration
Agreement shall be amended by adding the
following sentences at the end
thereof: "Notwithstanding the foregoing,
Regeneron and Aventis shall each be
responsible for paying fifty percent
(50%) of all *********** incurred
in accordance with the terms of this
Agreement and the applicable
Co-Development Budget, subject to the terms
and conditions set forth in
Schedules 1 and 1A. As used herein, the term
************ shall mean Development
Costs incurred by the Parties for JDC
approved Clinical Trials conducted
in Japan (and/or such other Asian
countries as may be agreed upon by
the Parties) in *********************
*******************************."
8. SECTION 9.2 "PERIODIC
REPORTS". Section 9.2(c) of the Collaboration
Agreement shall be amended by
adding "Japan," after the words "in Major
Market Countries," in clause
(ii) therein. Section 9.2(c) of the
Collaboration Agreement shall be
further amended by adding the words "and
Japan" after the phrase
"with respect to the United States" in clause
(iii) therein. Section 9.2(c) of
the Collaboration Agreement shall be
further
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amended by adding the words
"and Japan" after the defined term "Major
Market Countries" in clause
(iv) therein.
9. SECTION 16.1(c) "CONFIDENTIAL
PARTY INFORMATION". Section 16.1 of the
Collaboration Agreement shall be
amended by deleting paragraph (c) in its
entirety and substituting the words
"INTENTIONALLY BLANK" after the
reference to "(c)"
therein.
10. SECTION 17.1 "INDEMNITY AND
INSURANCE". Section 17.1(a) of the
Collaboration Agreement shall be
amended by adding a reference to a "; or
" after clause (ii) therein
and inserting the following new clause (iii):
"(iii) notwithstanding
anything to the contrary in this Agreement, the
Development or Commercialization of
a VEGF Product in Japan under this
Agreement, except to the extent
that Damages arise out of the negligence,
recklessness, bad faith or
intentional wrongful acts, or omissions
committed by Regeneron or its
Affiliates."
11. SCHEDULE I "QUARTERLY
TRUE-UP". Schedule 1 of the Collaboration Agreement
shall be deleted in its entirety
and replaced with Schedule 1 attached to
this Third Amendment, which is
marked to reflect changes.
12. SCHEDULE 1A "JAPAN
TRUE-UP". The Collaboration Agreement shall be amended
by adding a new Schedule 1A in the
form attached to this Third Amendment.
13. UP-FRONT PAYMENT. In consideration
for Regeneron's agreement to enter into
this Third Amendment and extend the
Territory to include Japan on the
terms set forth herein, Aventis
shall pay to Regeneron, on or before
January 10, 2006, a non-refundable,
non-creditable payment of Twenty-Five
Million US Dollars
(US$25,000,000.00) (which shall not be reduced by any
withholding or similar taxes).
14. SCHEDULE 2 "MILESTONE
PAYMENTS". Schedule 2 of the Collaboration Agreement
shall be amended by adding the
milestones and milestone payments set forth
in Schedule 2 attached to this Third
Amendment.
15. SCHEDULE 15.3(c) "JAPAN PATENT
APPLICATIONS". Schedule 15.3(c) of the
Collaboration Agreement shall be
amended by adding the Regeneron Patent
Applications set forth in Schedule
15.3(c) attached to this Third
Amendment.
16. COMMERCIALIZATION. It is agreed
that Regeneron shall not Co-Promote VEGF
Products in Japan. However,
notwithstanding anything to the contrary in
the Collaboration Agreement, the
Parties shall establish a Joint Country
Commercialization Sub-Committee in
Japan, which shall have the
responsibilities set forth in
Section 3.9(b). For the purpose of clarity,
unless specifically delineated,
Section 3.9(b) shall not be interpreted to
include the responsibilities set
forth in Section 3.9(a); either with
respect to Joint Country
Commercialization Sub-Committee in Japan or with
respect to any Joint Country
Commercialization Sub-Committee in each Rest
of World Country. However, nothing
in the preceding sentence shall limit
or restrict any responsibilities
included in sections of the Collaboration
Agreement other than 3.9(b).
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17. JAPAN CO-DEVELOPMENT PLAN. The
Parties acknowledge that finalization of a
plan for Development of the VEGF
Products in Japan (the "Japan Devel







