Exhibit
10.15
THE SYMBOL
'***' IS USED THROUGHOUT THIS EXHIBIT TO INDICATE THAT A PORTION OF
THE EXHIBIT HAS BEEN OMITTED AS CONFIDENTIAL
AMENDMENT
TO LICENSE AGREEMENT
This
Amendment Agreement, dated as of February 27, 2004, is by and
between THE UNIVERSITY OF BRITISH COLUMBIA (the
"University") and ANGIOTECH PHARMACEUTICALS, INC. (the
"Licensee").
WITNESSETH
WHEREAS
pursuant to a license agreement having a Commencement Date of
August 1, 1997 (the "License Agreement"), University granted to
Licensee an exclusive worldwide license to use and to sublicense
the University's rights in and to the Technology and any
Improvements (as those capitalized terms are defined in the License
Agreement);
WHEREAS
University and Licensee are entering into this Amendment Agreement
to set out. certain amendments to the License Agreement mutually
agreed to between the parties.
NOW,
THEREFORE, in consideration of the mutual promises and agreements
set. forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, University and Licensee hereby agree as
follows:
1.
Definitions
Capitalized
terms not specifically' defined herein shall have the meanings set
forth in the License Agreement. 'Capitalized terms defined herein
shall have . the meanings set forth in this Amendment
Agreement.
2.
License
Agreement Amendments
2.1
Amendments.
The
License Agreement shall be amended as set out with particularity in
Schedule "1" to this Amendment Agreement, and each of University
and Licensee covenant and agree to keep, Observe and perform each
and every one of the terms, covenants, agreements and conditions On
their part to be kept, observed or performed under the License
Agreement, as supplemented and amended hereby.
2.2
Effect
of Amendment Agreement. This
Amendment Agreement supplements and amends the 'License Agreement,
and the License Agreement and this Amendment Agreement shall
henceforth be read 'together and shall have effect so far as
practicable as though all the provisions thereof and hereof were
contained in one instrument. The License Agreement, as supplemented
and amended hereby, shall continue in full force and effect for the
remainder of the term thereof in accordance with the terms thereof
and hereof.
2
3.
Enurement
The
License Agreement, as supplemented and amended hereby, shall enure
to the benefit of the parties hereto and their respective
successors and permitted assigns.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be executed by their duly authorized
representatives.
SIGNED
FOR AND ON BEHALF of THE
UNIVERSITY OF BRITISH
COLUMBIA by
its duly -
authorized Officers:
/
Signed /
___________________________________
By:
___________________________________
Title:
___________________________________
___________________________________
By:
___________________________________
Title:
___________________________________
ANGIOTECH
PHARMACEUTICALS,INC.
/s/Jeanne M. Bertonis /
___________________________________
By:
Jeanne M.
Bertonis
___________________________________
Title: Chief
Business Officer
___________________________________
Schedule
"1" to the Amendment Agreement, dated February 27,
2004
As of
February 27, 2004, the following amendments are hereby made to the
License Agreement . (all other provisions of the License Agreement
shall remain unchanged and shall continue in full force and
effect):
1.
The patent family entitled "ANGIOTECH
PATENT APPLICATION FAMILY (1.40005), UBC File Reference No. 96-099"
attached to this Schedule 1, shall be added to Schedule "A"
("TECHNOLOGY") of the License Agreement.
2.
Article 11.1 of the License Agreement is hereby
amended by the addition of the underlined
text as follows:
“That
the Licensee shall maintain at its principal place of business, or
such other place as may be most convenient, accounts and records of
business done pursuant to this Agreement, such accounts and records
to be in sufficient detail, to enable proper returns to the
University to be made under this Agreement in the forms set out in
Schedule B, C and D attached hereto.”
The
remainder of Article 11 remains unchanged.
3.
The last sentence of
Article 13.1 of the Agreement is hereby amended by the addition
of the
underlined text to that sentence as follows:
“
Notwithstanding the
foregoing, this Agreement may be assigned or transferred (a) to an
Affiliated Company; or, (b) as part of a safe or transfer of
substantially all of the business of the Licensee relating to the
operations which concern this Agreement, provided the Licensee
gives the University prior written notice and such assignee or
transferee has the reasonable ability to comply with the terms of
this Agreement and provided further that:
(a)
the Licensee
acknowledges and agrees, in writing, that all of the rights of the
University herein, and all of the obligations and covenants
provided herein by Licensee, shall survive any assignment of this
Agreement to each such successor, purchaser or Affiliate, and that
such assignment shall not release Licensee from its obligations or
covenants under this Agreement, even though, after such assignment,
primary recourse for enforcement of such obligations and
covenants shall be
against the assignee, and Licensee shall remain secondarily liable;
and
2
(b)
such
successor, purchaser or
Affiliate shall execute a written agreement which provides that it
covenants and agrees with the University to assume, acknowledge and
adopt as its own obligation every covenant, obligation,
representation, warranty, or liability of Licensee contained in
this Agreement,"
The
remainder of Article 13.1 and Article 13 remains
unchanged.
4.
Schedules B, C and D, as
attached to this Amendment
