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Exhibit
10.2
Confidential
Second Amendment to Exhibit A-5
to Master Services Agreement
THE UNDERSIGNED HEREBY ACKNOWLEDGE
AND AGREE THAT THIS SECOND AMENDMENT TO EXHIBIT A-5 IS INCORPORATED
BY REFERENCE INTO, AND SUBJECT TO THE PROVISIONS OF THAT CERTAIN
MASTER SERVICES AGREEMENT BETWEEN THE PARTIES DATED MAY 24, 2007,
AS AMENDED (THE “AGREEMENT”).
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1.
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This Second
Amendment to Exhibit A-5 to Master Services Agreement and the Scope
of Works and Budgets attached hereto as Appendix 1 (the
“Set-Up Plan”) , and the Scope of Work and Budget
attached hereto as Appendix 2 (the “Safety Plan”)
(collectively, this “Second Amended Exhibit A-5”) sets
forth the agreed to Services, fees, pass through costs and related
compensation for Raifarm Limited relating to commercialization
set-up activities in Russia for Oncophage from April 1, 2008,
and the pharmacovigilance and associated regulatory support for
Oncophage in Russia. This Second Amended Exhibit A-5 hereby
replaces the provisions of the Amendment to Exhibit A-5 to Master
Services Agreement entered into by the Parties on June 5, 2008
(“First Amended Exhibit A-5”). Capitalized terms not
otherwise defined shall have the meaning set forth in the
Agreement.
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2.
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The Parties
acknowledge that work for some of the tasks under Appendix 1 has
already commenced, and some hours set forth in the Appendix 1 have
already been utilized in performance of the tasks. The Parties
further acknowledge and agree that Company shall only be
responsible to provide compensation to Raifarm Limited for hours
actually utilized in performance of the Services, such hours and
compensation not to exceed the amounts set forth in Appendix 1 and
Appendix 2 without the prior written consent of
Company.
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3.
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The Parties
acknowledge that the provisions of Paragraph 3 of the First Amended
Exhibit A-5 is de
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