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EXHIBIT 10.52
EXECUTION COPY
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FIRST AMENDMENT TO
LICENSE AGREEMENT
BETWEEN
AMGEN INC.
AND
EPIX PHARMACEUTICALS, INC.
(AS
SUCCESSOR-IN-INTEREST TO PREDIX PHARMACEUTICALS HOLDINGS, INC.)
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FIRST AMENDMENT TO LICENSE AGREEMENT
THIS
FIRST AMENDMENT TO LICENSE AGREEMENT (this "Amendment") is made
and
entered into as of March 20, 2007, by and between EPIX
Pharmaceuticals, Inc., a
Delaware corporation headquartered at 4 Maguire Road, Lexington, MA
02421
("EPIX"), and Amgen Inc., a Delaware corporation having its
principal place of
business at One Amgen Center Drive, Thousand Oaks, CA 91320-1799
("Amgen").
Predix and Amgen are sometimes referred to herein individually as a
"Party" and
collectively as the "Parties."
RECITALS
WHEREAS, Predix Pharmaceuticals Holdings, Inc. ("Predix") and Amgen
entered
into that certain License Agreement dated as of July 31, 2006 (the
"Agreement");
and
WHEREAS, EPIX (as successor-in-interest to Predix) and Amgen now
desire to
amend the Agreement as set forth herein.
NOW,
THEREFORE in consideration of the foregoing and the mutual
agreements
set forth below, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
1.
Definitions. Unless otherwise defined herein, the terms in this
Amendment with initial let
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