EXHIBIT 10.1
AMENDMENT NO. 8 TO
THE
PATENT AND TECHNOLOGY LICENSE
AGREEMENT
This AMENDMENT NO. 8
(“AMENDMENT NO. 8”) to the ORIGINAL LICENSE (as defined
below) effective this 4th day of April, 2008 (“AMENDMENT NO.
8 EFFECTIVE DATE”) is made by and between the BOARD OF
REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (an
agency of the State of Texas, whose address is 201 West 7
th
Street, Austin,
Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON
CANCER CENTER, a component institution of SYSTEM), and ARONEX
PHARMACEUTICALS, INC., a Delaware corporation having a principal
place of business located at 3 Forbes Road, Lexington,
Massachusetts 02421 (“LICENSEE”), a wholly-owned
subsidiary of ANTIGENICS INC., a Delaware corporation. BOARD and
LICENSEE may be referred to hereafter collectively as the
“PARTIES.” Capitalized terms not defined herein shall
have the meaning set forth in the ORIGINAL LICENSE.
RECITALS
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A.
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BOARD and
LICENSEE are parties to that certain Exclusive License Agreement
dated effective as of July 1, 1988 (such Exclusive License
Agreement, as previously amended from time to time, the
“ORIGINAL LICENSE”);
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B.
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BOARD and
LICENSEE desire to amend the ORIGINAL AGREEMENT to, among other
things, clarify AMENDMENT NO. 6 to the ORIGINAL LICENSE to correct
a scrivener’s error and clarify the rights of the PARTIES
with respect to the Licensed Subject Matter, “Submicron
Liposome Suspensions Obtained from Preliposome
Lyophilizates.”
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NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the sufficiency of which is
hereby acknowledged, the PARTIES hereby agree to the
following:
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1.
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The Parties
acknowledge and agree that the subject matter of the patent rights
relating to MDA 94-031 CON1, U.S. Application No. 09/122,427,
entitled “Submicron Liposome Suspensions Obtained from
Preliposome Lyophilizates” has and shall remain part of
Schedule I, except as expressly set forth herein.
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2.
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The PARTIES
further acknowledge and agree that, effective as of the AMENDMENT
NO. 6 EFFECTIVE DATE, the specific patent right U.S. Patent
No. 5,902,604 constituted RETURNED TECHNOLOGY and was removed
from Schedule 1.
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3.
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The PARTIES
further acknowledge and agree that, to the extent it was not
already included in
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