Exhibit 10.46
***Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
FIRST AMENDMENT
TO
LICENSE AGREEMENT
DATED AS OF SEPTEMBER 14, 1999
by
and between
THE
UNIVERSITY OF SOUTHERN CALIFORNIA
And
BIO-MANAGEMENT, INC. (NOW KNOWN AS CELL-MATRIX, INC.)
This FIRST AMENDMENT (the “
Amendment ”) dated as of February 23, 2007 (the
“ Amendment Date ”), is entered into by and
between the University of Southern California (hereinafter
“USC”), a California nonprofit corporation with its
principal place of business at University Park, Los Angeles,
California 90089, and Cell-Matrix, Inc., a Nevada corporation,
formerly known as Bio-Management, Inc., (a wholly-owned subsidiary
of Micromet, Inc., formerly known as CancerVax Corporation)
(hereafter “ Licensee ”), having its principal
place of business at 2110 Rutherford Road, Carlsbad, CA 92008, and
amends the License Agreement entered into by and between Licensee
and USC dated as of September 14, 1999 (the “ License
Agreement ”). Licensee and USC are referred to in this
Amendment individually as a “ Party ” and
collectively as “ Parties .”
In consideration of the mutual
covenants contained in this Amendment and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1.
Definitions
All capitalized terms used in this
Amendment have the meaning as defined in the first paragraph above
and throughout this Amendment. Any capitalized terms used in this
Amendment without definition have the meanings given to such terms
in the License Agreement.
2.
Amendments
2.1 Section 3.
subsection a. paragraph i. of the License Agreement is hereby
amended and restated to read in full as follows:
“i. the
exclusive worldwide license in the FIELD OF USE under the PATENTS
to make, have made, use, offer for sale, sell, and import the
PRODUCT(S); and”
2.2 Section 3.
subsection b. of the License Agreement is hereby amended by
inserting the following sentence after the second sentence of
subsection b.:
. . .
“Licensee agrees that PRODUCTS used or sold in the United
States shall be manufactured substantially in the United States,
unless a written waiver is obtained in advance from the relevant
U.S. federal agency.” . . .
2.3 Section 10 of the
License Agreement is hereby amended by inserting the following
sentence after the first sentence of Section 10:
“USC
shall not withhold permi
