Exhibit 10.24
Amendment #1
To
Amended and Restated Product
Development and License Agreement between
Aventis
Pharmaceuticals Inc. and Coley
Pharmaceutical Group, Inc.
This Amendment #1 to the Amended and
Restated Product Development and License Agreement (“
Amendment #1 ”), is made as of August 6, 2003 (the
“ Effective Date ”), by and between COLEY
PHARMACEUTICAL GROUP, INC., a Delaware corporation having a place
of business at Wellesley Gateway, 93 Worcester Street, Suite 101,
Wellesley, Massachusetts 02481 (“ Coley ”), and
AVENTIS PHARMACEUTICALS INC., a Delaware corporation having a place
of business at 200 Crossing Boulevard, P.O. Box 6890, Bridgewater,
New Jersey 08807 (“ Aventis ”) (each
individually a “ Party ” and collectively the
“ Parties ”).
WHEREAS, Aventis and Coley entered
into the Product Development and License Agreement between Aventis
and Coley, dated August 3, 2001;
WHEREAS, Aventis and Coley entered
into the Amended and Restated Product Development and License
Agreement between Aventis and Coley, dated December 21, 2001(the
“Agreement”); and,
WHEREAS, Aventis and Coley desire to
further amend and restate certain provisions of the
Agreement.
NOW, THEREFORE, in consideration of
the covenants and obligations expressed herein and intending to be
legally bound, and otherwise bound by proper and reasonable
conduct, the Parties agree as follows:
1. Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the
Agreement.
2. Section 3.2(a) of the Agreement, the first
Development Milestone described in the Clinical Trials Development
Milestone section is hereby amended and restated in its entirety as
follows:
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Development Milestones
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Payments
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EDC Selection
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Selection of
the first Immune Modulator as an EDC by Aventis’ Scientific
Review Board, or successor committee
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$2 Million (one
time payment)
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Clinical Trials
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Administration
by Aventis of the first dose in humans with a Selected Immune
Modulator
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$5.0 Million
(one time payment)
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Portions of this Exhibit were omitted and have
been filed separately with the Secretary of the Commission pursuant
to the Company’s application requesting confidential
treatment under Rule 406 of the Securities Act.
3. Section 3.2(b) of the Agreement is hereby
amended and restated in its entirety as follows:
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(b)
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Notwithstanding
the above provisions, in the event that Aventis (
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