EXHIBIT 10 (REDACTED)
IMMUCELL
CORPORATION
CONFIDENTIAL MATERIAL OMITTED
AND
FILED SEPARATELY WITH THE
SECURITIES
AND EXCHANGE COMMISION ([***]
Denotes Omission)
First Amendment to License Agreement
between the Registrant and Pfizer, Inc. dated as of May 10,
2006.
IMMUCELL
CORPORATION
FIRST AMENDMENT
TO
LICENSE AGREEMENT
This First Amendment
(“Amendment”) is dated
as of May 10, 2006, by and between IMMUCELL CORPORATION
, a corporation organized under the laws of the State of Delaware
and having its principal place of business at 56 Evergreen Drive,
Portland, Maine 04103 (“IMMUCELL”), and PFIZER
INC. , a corporation organized under the laws of the State of
Delaware and having its principal place of business at 235 East
42nd Street, New York, New York, 10017 (“PFIZER”), with
regard to that certain License Agreement dated as of
December 21, 2004, and supplemented thereafter on May 20,
2005 (as amended, the “License Agreement”). Capitalized
terms not otherwise defined herein shall have the meanings set
forth in the License Agreement.
WHEREAS , the parties wish to amend the License
Agreement in order to modify the dates of payment of certain
milestones and/or license fees to reflect delays in the product
development timeline, all on the terms and conditions stated
herein.
NOW, THEREFORE
, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and in consideration of the mutual covenants and
agreements provided herein, and intending to become legally bound,
IMMUCELL and PFIZER hereby agree as follows:
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1.
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Section 3.3(c) is amended by restating the first sentence in
its entirety as follows:
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“PFIZER shall be responsible,
with reasonable assistance from IMMUCELL, for the characterization
of minor nisin variants/impurities, validation of all required
analytical methods agreed to by the parties and transfer of such
methods to the Contract Manufacturer, and each party shall be
responsible for their respective costs related to the foregoing. In
addition, IMMUCELL shall complete the re-assay of stability samples
on the recently developed C12 potency assay and provide the results
in a suitable form to PFIZER.”
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2.
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Section 3.4(b) is amended and restated in its
entiret
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