THIRD AMENDMENT TO CO-PROMOTION AGREEMENT

Exhibit 10.1

THIRD AMENDMENT TO CO-PROMOTION AGREEMENT

This Third Amendment (the “THIRD AMENDMENT” ), effective as of August 26, 2005 (the “THIRD AMENDMENT EFFECTIVE DATE” ), is entered into by and between ABBOTT LABORATORIES, through its ROSS PRODUCTS DIVISION ( “ABBOTT” ), and MEDIMMUNE, INC. ( “MEDIMMUNE” ).

Recitals :

A.        ABBOTT and MEDIMMUNE are parties to a CO-PROMOTION AGREEMENT, effective as of November 26, 1997 (the “Agreement” ), which was amended effective as of July 31, 2000 and amended effective as of November 29, 2001, each of which amendments is no longer in effect; and

B.         ABBOTT and MEDIMMUNE desire to amend the Agreement as set forth in greater detail in this THIRD AMENDMENT.

In consideration of the mutual promises and covenants set forth in this THIRD AMENDMENT, ABBOTT and MEDIMMUNE agree as follows:

Agreement :

1.           Definitions Generally . All fully capitalized terms have the same meaning as in the Agreement, except to the extent modified by or defined in this THIRD AMENDMENT.

2.           Territory Definition . Section 1(i) of the Agreement is rewritten in its entirety to read as follows:

--(i)                 “ TERRITORY ” shall mean the United States of America, including its territories, possessions and commonwealths.

--(l)                 “ NUMAX ” shall mean the product candidate being developed by MEDIMMUNE, known as of the THIRD AMENDMENT EFFECTIVE DATE as MEDI-524, including any functional derivative, delivery form, dosage form, formulation, improvement or presentation of such product candidate developed by or on behalf of MEDIMMUNE following the THIRD AMENDMENT EFFECTIVE DATE.

--(m)              “ EXTENDED PERIOD ” shall mean the period beginning on September 1, 2008 and ending on the earlier of: (i) the date on which the U.S. Food and Drug Administration (FDA) grants approval to market NUMAX in the TERRITORY, or (ii) August 31, 2010.

--(n)                “ DEMAND SALES ” shall mean all sales of PRODUCT (in 100 mg equivalent vials) shipped from wholesalers, distributors and home health care companies to hospitals and any and all other customers, as reported by IMS HEALTH Global Systems, plus all other sales of PRODUCT shipped to any and all end users.--

4.     Incentive Plan . Section 2.3(e) of the Agreement is rewritten in its entirety to read as follows:

--(e)                For the promotion of PRODUCT during the period from January 1, 2006 through June 30, 2006, in addition to an incentive plan customarily used by ABBOTT (or the substantial equivalent per ABBOTT’s reasonable judgment) for promotion of PRODUCT in the two (2) YEARS preceding the THIRD AMENDMENT EFFECTIVE DATE, ABBOTT shall allocate [***] for a special incentive plan for the sales force of ABBOTT that is promoting PRODUCT. The incremental incentive plan will be designed to drive a [***] increase in DEMAND SALES to match a [***] increase in NET SALES (translated to 100 mg equivalent vials). (For clarity, the DEMAND SALES and NET SALES (translated to 100 mg equivalent vials) incentive plan volume goals for next season are both [***] 100 mg equivalent vials of PRODUCT, assuming the same ending inventory level, at all wholesalers and distributors in the aggregate as customarily calculated, as the ’04-’05 season, which was [***] 100 mg equivalent vials.) Details of such special incentive plan shall be agreed to by ABBOTT and MEDIMMUNE and attached to this THIRD AMENDMENT as Exhibit A , within thirty (30) days after the THIRD AMENDMENT EFFECTIVE DATE. ABBOTT shall bear the entire cost and expense for any amounts paid under the special incentive plan.

a. In Section 2.4(a) of the Agreement, delete “In each YEAR, in which ABBOTT is co-promoting PRODUCT, in lieu of any other compensation” and in its place insert “During the TERM”.

b. Section 2.4(a)(x) of the Agreement is amended by adding the following at the end thereof immediately after the second use of the word “THRESHOLD”:

--; provided, however , that no amount shall be due under this Section 2.4(a)(x) for NET SALES after December 31, 2006.--

6.     Co-Promotion Payment Amounts . Section 2.4(a)(y) of the Agreement is rewritten in its entirety as follows:

--for the [***] of the portion of NET SALES above the THRESHOLD for NET SALES that occur between [***] and [***] of the portion of NET SALES above the THRESHOLD for NET SALES that occur between [***]; provided , however , that whether NET SALES are above or below the THRESHOLD shall be determined based on NET SALES over the entire period from [***]; and

for the [***],[***]of the NET SALES above the THRESHOLD for such period;

provided, however , that no amount shall be due under this Section 2.4(a)(y) for NET SALES after December 31, 2006; and--

7.     Thresholds . Section 2.4(a)(z) of the Agreement is amended by adding the following at the end thereof:

--; provided, however , that (i) the THRESHOLD for the YEAR beginning July 1, 2005 shall be[***]; and (ii) notwithstanding any other definition in this Agreement to the

contrary, the term “YEAR” as used in this Agreement for the period beginning as of July 1, 2006, shall mean the six-month period from July 1, 2006 through December 31, 2006, and the THRESHOLD for such period shall be [***].--

--(f)                Within ten (10) days after the THIRD AMENDMENT EFFECTIVE DATE, MEDIMMUNE shall pay [***] to ABBOTT.

--(g)                In the event that DEMAND SALES of PRODUCT in the TERRITORY for the calendar quarter from [***] reach [***] 100 mg equivalent vials, then MEDIMMUNE shall notify ABBOTT within ten (10) days of determining that such sales milestone has been achieved (such notice in no event to be later than ten (10) days after [***]), ABBOTT shall invoice MEDIMMUNE for [***] and MEDIMMUNE shall pay such amount to ABBOTT no later than the later of thirty (30) days after the receipt of such invoice or [***].

--(h)                During the period from[***], ABBOTT, at its own cost and expense, shall provide to MEDIMMUNE assistance related to and transfer information and material regarding data in ABBOTT’s possession relevant to the promotion of the PRODUCT to help facilitate the transition of the sales and marketing