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Exhibit 10.48
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 24b-2 of the Exchange Act.
Amendment #2 To
Infectious Diseases License Agreement between
SmithKline Beecham plc (now known as
Glaxo Group Limited) and Coley Pharmaceutical
Group, Inc.
This Amendment #2 to the Strategic Alliance: License Agreement
Infectious Diseases dated December 18, 1998 is made as of July 19,
2006 (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 GLAXO GROUP LIMITED a
British corporation having a place of business at 980 Great West
Road, Brentford, Middlesex, TW8 9GS, United Kingdom (hereinafter
referred to as "GSK) (each individually a " Party " and
collectively the " Parties ").
WHEREAS, GSK and Coley entered into Strategic Alliance: License
Agreement Infectious Diseases dated December 18, 1998 (as
amended on December 18, 1999) (hereinafter "the Agreement");
and
WHEREAS, GSK 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 for other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged and intending to be legally bound, 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. The first sentence of Section 2 of the Agreement is
hereby amended and restated in its entirety:
3. Section 6 of the Agreement is hereby amended and
restated in its entirety:
6. GRANT
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In consideration of the obligations assumed by GSK hereunder,
Coley hereby grants to GSK and to any AFFILIATES of GSK the
following licenses without the right to sublicense as set forth in
this paragraph 6 under TECHNOLOGY to develop, have
developed, make, have made, use, have used, sell,
offer for sale, have sold, keep and/or import in the TERRITORY and
in the FIELD all PRODUCTS and/or COMBINATIONS, subject to the
following:
(A1) For PROPHYLACTIC IMMUNIZATION within the FIELD, Coley
grants a non-exclusive license for the following LICENSED ANTIGENS
(including combinations thereof) and no other ANTIGENS (except as
provided in Section 1.09)
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(A2) For PROPHYLACTIC IMMUNIZATION within the FIELD, Coley
grants to GSK a non-exclusive license for the following LICENSED
ANTIGENS and no other ANTIGEN (except as provided in
Section 1.09):
(B) For THERAPEUTIC IMMUNIZATION within the FIELD, Coley grants
GSK a non-exclusive license for the following LICENSED ANTIGENS
(including combinations thereof) and no other ANTIGENS (except as
provided in Section 1.09):
(C) For THERAPEUTIC IMMUNIZATION within the FIELD, Coley grants
GSK a CO-EXCLUSIVE license for the following LICENSED ANTIGENS
(including combinations thereof) and no other ANTIGENS (except as
provided in Section 1.09):
4. The regulatory and development milestone payments and the
patent royalties in Section 8.03, 8.04 and 8.09 of the
Agreement which are due for each LICENSED ANTIGEN in the
non-exclusive licenses granted in Sections 6 (A1) and 6
(B) shall be reduced by 30%. The regulatory milestone and
development milestones (in US$) and patent royalty rates for the
Section 6 (A1) and Section (B) LICENSED ANTIGENS shall
be:
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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 24b-2 of the Exchange Act.
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