Exhibit 10.2
PATENT LICENCE (ADAIR PATENT
RIGHTS) (MEDI-493)
VARIATION
AGREEMENT
THIS VARIATION AGREEMENT entered
into
this 24th day
of June 2005 by and between CELLTECH R&D LIMITED
(registered in England No. 1472269) whose principal place of
business is at 208 Bath Road, Slough, Berkshire, SL1 3WE, England
(“Celltech”) and UCB S.A. (Register of Commerce No.
85.078/Company No. 0403 053 608) whose registered office is at 60
Allee de la Recherche, B-1070 Brussels, Belgium and whose UK branch
is registered in England (registered No. BR007969) and situate at
208 Bath Road, Slough, Berkshire, SL1 3WE (“UCB”) and
MEDIMMUNE, INC., a company incorporated under the laws of the state
of Delaware, United States of America, having its principal place
of business at One MedImmune Way, Gaithersburg, MD 20878
(“Licensee”).
WHEREAS:
(A)
On 19 January 1998 Celltech and
the Licensee entered into the Patent Licence Agreement under the
terms of which Celltech granted and the Licensee accepted a
worldwide licence under the Adair Patent Rights. On 27 May
2005 Celltech assigned all of the Adair Patent Rights to UCB
together with the benefit and burden of the Patent Licence
Agreement.
(B)
On 30 January 2004, the
Licensee commenced legal proceedings against Celltech in the
District Court for the District of Columbia in the USA seeking
declarations of non-infringement and invalidity of the ‘927
Patent (Action No. 1:04CV00143(RWR)).
(C)
On 6 August 2004, the parties
submitted a Joint Rule 26(f) Report in Action No.
1:04CV00143(RWR). The Court entered an initial scheduling
order on 5 November 2004, setting forth deadlines leading up
to a claim construction hearing. On 6 December 2004, the
parties exchanged expert reports on issues relating to claim
construction. Claim construction briefing was completed on 17
March 2005, and a claim construction hearing took place on 18
May 2005. On 8 April 2005, MedImmune filed a motion for
summary judgment that the claims of the ‘927 Patent are
invalid for
1
lack of enablement. Briefing
on MedImmune’s motion was completed on 10 May 2005. On
29 April 2005, Celltech filed a cross-motion for summary
judgment that the claims of the ‘927 Patent meet the
enablement requirement. Briefing on Celltech’s
cross-motion was completed on 7 June 2005. Discovery has
been ongoing.
(D)
On 18 March 2004, Celltech
commenced legal proceedings against the Licensee in the High Court
of Justice in England seeking payment of royalties under the Patent
Licence Agreement for the Licensee’s sales of SYNAGIS (Claim
No. HC04C00999). The trial of the action took place before Mr
Justice Laddie from 18 to 23 March 2005. At the
parties’ request no judgment has been handed down and on 10
June 2005 Mr Justice Laddie confirmed in writing to the
parties that he would not deliver judgment or make any other public
statement concerning the action.
(E)
In order to avoid the expense,
distraction and uncertainty of further litigation of the matter and
for the convenience of the parties, the parties wish to settle both
sets of legal proceedings by way of variation to the Patent Licence
Agreement on the terms set out below.
IN CONSIDERATION of the mutual
obligations set out below IT IS AGREED AS FOLLOWS:
1.
DEFINITIONS
In this Variation
Agreement:
1.1
“Patent Licence
Agreement” shall mean the patent licence agreement (Adair
Patent Rights) (MEDI-493) entered into on 19 January 1998
between Celltech and the Licensee.
1.2
Words and phrases defined in Clause
1 of the Patent Licence Agreement shall have the same meaning in
this Variation
