Exhibit 10.54
Confidential treatment has been
requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this
exhibit has been filed separately with the Securities and Exchange
Commission.
AMENDMENT NO. 1 TO
OPTION AND LICENSE
AGREEMENT
This Amendment No. 1 (this
“ Amendment ”) to Option and License Agreement
effective as of September 27th, 2004 (the “ Amendment
Date ”) is entered into by and between Sanquin Blood
Supply Foundation for the purpose of this Amendment acting through
her Research Division, formed under the laws of the Netherlands
(“ CLB ”), and Seattle Genetics, Inc., a
Delaware corporation (“ SGI ”).
RECITALS
WHEREAS, SGI and CLB previously
entered into an Option and License Agreement dated July 5,
2001 (the “ License Agreement ”);
WHEREAS, the parties now wish to
amend the License Agreement on the terms set forth
herein;
NOW THEREFORE, in consideration of
the mutual covenants set forth below, the parties amend the License
Agreement and otherwise agree as follows (with all capitalized
terms used but not defined herein having the meanings set forth in
the License Agreement):
AGREEMENT
1. Section 1 of the License
Agreement is amended to add a new definition of “Phase I
Clinical Trial” to read as follows:
“ Phase I Clinical
Trial ” shall mean a clinical trial designed to evaluate
the pharmacokinetic and pharmacodynamic properties, maximum
tolerated dose, dosing interval, and absorption, distribution,
metabolism and excretion of a candidate drug.”
2. Section 6.3 of the License
Agreement is amended and restated to read in its entirety as
follows:
6.3 Milestone Payments .
Within [***] following the occurrence of each of the events
specified below for the first Licensed Product only, SGI shall pay
to CLB the following amounts:
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Payment
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1. [***]
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[***]
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2. [***]
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[***]
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