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EXHIBIT
10.2
Portions of this Exhibit were omitted
and filed separately with the Secretary of the Commission pursuant
to an application for confidential treatment filed with the
Commission pursuant to Rule 24b-2 under the Securities Exchange Act
of 1934. Such omissions are designated as ***.
AMENDMENT NO. 2
TO
LICENSE
AGREEMENT
DATED AS OF APRIL 13,
2002
BY AND
BETWEEN
UNIGENE LABORATORIES,
INC.
AND
SMITHKLINE BEECHAM
CORPORATION
This Amendment No. 2
(“Amendment No. 2”) dated as of October 14,
2003 (“Amendment Date”), to the License Agreement
(referred to hereinafter as the “Agreement”) entered
into as of the 13th of April, 2002, by and between Unigene
Laboratories, Inc. (“Unigene”), a Delaware corporation,
and SmithKline Beecham Corporation, a GlaxoSmithKline company
(“GSK”), a Pennsylvania corporation.
RECITALS:
WHEREAS, GSK and Unigene
entered into the Agreement to provide for the license grant by
Unigene to GSK of certain Licensed Technology (as defined in the
Agreement) to discover, develop, make, have made, market, sell and
import certain Licensed Products (as defined in the Agreement)
throughout the world under the Unigene Patent Rights (as defined in
the Agreement) and Unigene Know-How (as defined in the Agreement);
and
WHEREAS, GSK and Unigene have
also entered into a Phase I Clinical Manufacture and Supply
Agreement dated November 20, 2002 (the “Phase I
Agreement”); and
WHEREAS, pursuant to
Section 11.10 of the Agreement, the Parties to the Agreement
may, by written instruments specifically referring to and executed
in the same manner as the Agreement, amend the Agreement;
and
WHEREAS, the Parties hereto
desire to amend the Agreement as provided herein, and any
capitalized terms used herein shall have the meaning set forth in
the Agreement;
NOW THEREFORE, for and in
consideration of the premises and the mutual promises and benefits
contained herein, GSK and Unigene hereby agree as
follows:
1. For the purpose of
clarification, the Parties agree and acknowledge that pursuant to
Appendix C of the Agreement, Unigene has provided know-how and
technology related to cell banks, including *** cell banks,
designated as *** and as *** by Unigene,
and a *** cell bank,
designated as *** by Unigene, all of which know-how and technology
is Unigene Know-How, and/or, to the extent included therein,
Unigene Patent Rights.
2. Pursuant to Paragraph 2.4
of the Phase I Agreement, the Parties have agreed and acknowledged
that the cGMP *** cell bank referenced therein and designated as
*** by GSK utilizes Unigene Know-How and/or Unigene Patent Rights
and that all right, title and interest to such bank belongs to
Unigene, whether created by GSK or Unigene, jointly or
solely.
3. The Parties hereby agree
and acknowledge that all right, title and interest to any cell bank
set forth on Appendix A (including without limitation the
underlying cell line) belongs to Unigene (the “Licensed Cell
Banks”). The Parties agree that Appendix A shall be amended
in writing by the Parties from time to time, promptly as additional
cell banks may be provided or created
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