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EXHIBIT 10.29
***TEXT OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(B)(4)
AND 240.24b-2.
April 25, 2002
Mr. Brad Crawford
Amgen Inc.
One Amgen Center Drive
Thousand Oaks, CA 91320-1799
RE: AMENDMENT NO. 1 TO AMGEN/INTERMUNE LICENSE AND
COMMERCIALIZATION AGREEMENT
FOR
INFERGEN
Dear Mr. Crawford:
Our signatures below approve this document as Amendment No. 1
("Amendment") to
that certain License and Commercialization Agreement, dated as of
June 15, 2001,
between Amgen Inc. ("Amgen") and InterMune, Inc. ("InterMune")
(the
"Agreement"). Amgen and InterMune shall be collectively referenced
herein as the
"Parties."
For good and valuable consideration, the receipt of which is
hereby
acknowledged, the Parties hereby agree as follows:
1. The second sentence of Section 1.27 of the Agreement (definition
of Licensed
Product) is hereby deleted in its entirety and amended and
superseded as
follows:
"Licensed Products include but are not limited to Infergen and
PEG-Infergen
Products."
2. The following shall be added to the last sentence of Section 3.3
of the
Agreement:
",
and such PEG-Infergen Product shall be [***]"
3. The following shall be added to the last sentence of Section
5.2(b) of the
Agreement:
",
and such PEG-Infergen Product shall be [***]"
4. The first sentence of Section 6.3(a) of the Agreement is hereby
terminated in
its entirety and amended and superseded as follows:
1.
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"InterMune shall pay to Amgen milestone payments as set forth in
this
Section 6.3(a) within [***] after the first achievement of the
corresponding milestone for a PEG-Infergen Product that (i) is
pegylated
[***] and/or (ii) is pegylated [***] (in either case, an "Amgen
PEG-Infergen Product") that is [***] to be [***]
5. The phrase [***] in Item 2 of the Milestone Events table in
Section 6.3 (b)
of the Agreement shall be deleted and replaced w
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