Exhibit 10.28
FOURTH AMENDMENT TO
THE
AMENDED AND RESTATED LICENSE
AGREEMENT
THIS FOURTH AMENDMENT TO THE
AMENDED AND RESTATED LICENSE AGREEMENT (“Amendment”) made as of the 31st
day of January, 2006, by and between VASCULAR GENETICS INC.
, a Delaware corporation (the “Licensee”) and HUMAN
GENOME SCIENCES, INC. , a Delaware corporation
(“HGS”).
WHEREAS , HGS and the Licensee entered into that certain
License Agreement, dated as of October 31, 1997
(“Original License Agreement”), whereunder HGS granted
to the Licensee an exclusive license to use the gene Vascular
Endothelial Growth Factor 2 in gene therapy treatment of vascular
diseases; and
WHEREAS , the parties amended the Original License
Agreement in its entirety with that certain Amended and Restated
License Agreement, dated February 28, 2001, and further
amended such document by a First Amendment to Amended and Restated
License Agreement dated October 10, 2002 and a Second
Amendment to Amended and Restated License Agreement dated
April 26, 2004, and a Third Amendment to Amended and Restated
License Agreement dated March 21, 2005 (collectively
“Amended License Agreement”); and
WHEREAS , the parties desire to herein amend the Amended
License Agreement.
NOW, THEREFORE,
for and in consideration of the
premises and mutual promises herein contained, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
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1.
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The Parties
acknowledge that all capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the Amended
License Agreement.
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2.
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Section 3.2 . Section 3.2 of the Amended License
Agreement (minimum use standards) is hereby deleted in its entirety
and replaced with the following:
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LICENSEE agrees that it will meet
the follow
