Exhibit
10.13
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
Second Amendment
L-103-96/2
This second amendment (“ Second
Amendment ”) to the License Agreement L-103-96/0 entered
into on November 19, 1997, as amended by Amendment L-103-96/1
entered into on March 28, 2002 (collectively, 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
1618 Station Street, Vancouver, B.C. CANADA, V6A 1B6, is effective
as of the last signature date below.
WHEREAS,
A.
PHS and Licensee wish to allow Licensee
additional time to submit royalty reports and royalty payments
under the Original Agreement .
B.
PHS and Licensee wish to modify the method of
measuring the value of access to the valid and enforceable
Licensed Patent Rights with respect to certain Licensed
Products .
C.
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 as
follows:
1.
Section 9.04 . Licensee and PHS hereby agree
to amend Section 9.04 of the Original Agreement by deleting
in its entirety the first sentence of such section and replacing it
with the following:
“ Licensee shall submit to
PHS within seventy-five (75) days after each calendar
half-year ending June 30 and December 31 a royalty report setting
forth for the preceding half-year period the amount of the
Licensed Products sold or Licensed Processes
practiced by or on behalf of Licensee in each country within
the Licensed Territory , the Net Sales , and the
amount of royalty accordingly due.”
2.
Section 2.07 (Licensed
Processes) .
Licensee and PHS hereby agree to amend Section 2.07
of the Original Agreement by deleting in its entirety the
text of such section and replacing it with the
following:
Amendment
L-103-96/2
PHS and Angiotech
Pharmaceuticals, Inc.
Page 1 of 5, File:
L13962
“Licensed
Process(es)” means
processes which, in the course of being practiced in:
(a)
the [***] or [***] would, in the absence
of this Agreement, infringe one or more claims of the Licensed
Patent Rights in [***] that have not been held invalid or
unenforceable by an unappealed or unappealable judgment of a court
of competent jurisdiction, where such activity is [***];
or
(b)
[***] would, in the absence of this
Agreement, infringe one or more claims of the Licensed Patent
Rights in [***] that have not been held invalid or
unenforceable by an unappealed or unappealable judgment of a court
of competent jurisdiction.”
3.
Section 2.08 (Licensed
Products) .
Licensee and PHS hereby agree to amend Section 2.08
of the Original Agreement by deleting in its entirety the
text of such section and replacing it with the
following:
“Licensed
Product(s)” means
tangible materials the manufacture, use, or sale of which
in:
(a)
the [***] or [***] would, in the absence
of this Agreement, infringe one or more claims of the Licensed
Patent Rights in [***] that have not been held invalid
or unenforceable by an unappealed or unappealable jud
