Exhibit
10-12
THE SYMBOL '***' IS USED
THROUGHOUT THIS EXHIBIT TO INDICATE THAT A PORTION OF THE EXHIBIT
HAS BEEN OMITTED AS CONFIDENTIAL
United States Public
Health Service
Amendment L-103-96/1
This first Amendment ("
Amendment ") to the License Agreement L-103-96/0 entered
into on November 19, 1997 (the " Original Agreement ") by
the Public Health Service (hereinafter " PHS ") through the
Office of Technology Transfer, National Institutes of Health, 6011
Executive Boulevard, Suite 325, Rockville, Maryland, 20852-3804 and
Angiotech Pharmaceuticals, Inc. (hereinafter " Licensee "),
a Canadian corporation having its principal office at 6660 N.W.
Marine Drive, Vancouver, B.C. CANADA, V6T 1 Z4, is effective as of
the last signature date below.
WHEREAS,
A.
The Original
Agreement by and between PHS and Licensee grants
Licensee , among other things, an exclusive license under
the Licensed Patent Rights in the Licensed Territory
to make and have made, to use and have used, to sell and have sold,
to offer to sell, and to import Licensed Products in the
Licensed Fields of Use and to practice and have practiced
any Licensed Processes in the Licensed Fields of
Use.
B.
As Licensee made
payments in lieu of an earned royalty to enter into a License
Agreement with NeoRx Corporation ("NeoRx") , pursuant to
which NeoRx granted Licensee an exclusive license to certain
technology, patents and other intellectual property rights covering
the manufacture, use and sale of Licensed Products, PHS and
Licensee wish to adjust the earned royalty rates to reflect
these additional intellectual property rights needed to practice
the invention.
C.
PHS
and Licensee
wish to further define the active components of certain Combined
Products.
D.
PHS
and Licensee
wish to expedite the ultimate clinical use of Licensed
Products which are at a later stage of development by severing
certain legal obligations from other Licensed Products which
are at earlier stages of development.
E.
PHS
and Licensee
have determined the desirability of amending the Original
Agreement to facilitate the development of Licensed
Products under the Licensed Patent Rights.
NOW THEREFORE, in
consideration of the mutual covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Licensee and PHS
agree to amend the Original Agreement as follows:
1.
Section 2.13
(Combined Product). Licensee and PHS
hereby agree to amend Section 2.13 (the definition of "Combined
Product") of the Original Agreement by adding the following
at the end of that section:
"For example, [***] and
[***] are two-component Combined Products that each contain a
Licensed Product and one other active component."
Amendment
L-103-9611
PHS and Angiotech
Pharmaceuticals, Inc.
March 4, 2002, Page 1 of
5, File: L103961FINAL
2.
Severable Obligations
by Licensed Field of Use.
2.1
New Section
13.10. Licensee and PHS
hereby agree to add the following as a new Section 13.10 to the
Original Agreement :
"13.10 As set forth in
Section 3.01 and Appendix B, in this Agreement PHS grants Licensee
an exclusive license in two different Licensed Fields of Use and a
nonexclusive license in a third Licensed Field of Use. All of
Licensee's obligations under this Agreement except only those
obligations pertaining to royalties and reimbursement under Article
6 (but including, without limitation, obligations pertaining to
patent filing, prosecution and maintenance under Article 7, record
keeping under Article 8, plans and reports under Article 9,
performance under Article 10, infringement and patent enforcement
under Article 11 and the obligations listed in Section 13.05) are
severable obligations by Licensed Field of Use, not joint
obligations of Licensee. Therefore, notwithstanding anything to the
contrary set forth in this Agreement, Licensee's unremedied default
in the performance of any material obligation under this Agreement
(except royalty and reimbursement obligations under Article 6) that
pertain to only one of the three Licensed Fields of Use shall be a
basis for PHS, in accordance with this Article 13, to
termina
