Collaboration Agreement Amendment #4

EXHIBIT 10.36


AMENDMENT NO. 4 TO COLLABORATION AGREEMENT


This Amendment No. 4 to Collaboration Agreement (the "Amendment") is effective as of June 28, 1996 (the "Effective Date") among Cell Genesys, Inc. ("CG"), a corporation organized under the laws of Delaware, and JT Immunotech USA Inc. ("JT"), a corporation organized under the laws of New York, and Xenotech, L.P. (the "Partnership"), a California partnership, concerning the Collaboration Agreement among CG, JT and Partnership effective June 12, 1991 (the "Collaboration Agreement"), as amended by that certain Amendment 1 to the Collaboration Agreement, dated as of June 30, 1993 ("Amendment No. 1"), that certain Amendment No. 2 to the Collaboration Agreement, dated as of January 1, 1994 ("Amendment No. 2"), that certain Amendment No. 3 to the Collaboration Agreement, dated as of July 1, 1995 ("Amendment No. 3").


RECITALS


A. The Parties are conducting Phase II Sponsored Research pursuant to Amendment No. 1.


B. The Sponsored Research is expected to be completed by March 31, 1997 pursuant to Amendment No. 3.


C. CG, the Partnership and Japan Tobacco Inc., a Japanese corporation and ultimate parent company of JT ("JTI"), have entered into that certain Master Research License and Option Agreement dated June 28 1996, pursuant to which CG and JTI are conducting research for the purpose, inter alia, of the development of Future Generation Mice, as defined therein.


D. CG, JT and Partnership now desire to further supplement and amend the Collaboration Agreement to provide for the termination of the Sponsored Research.


NOW, therefore, the parties agree as follows:


1. DEFINITIONS


1.1 Incorporation by Reference. Unless otherwise specifically provided herein, all capitalized terms shall have the meanings ascribed to them in the Collaboration Agreement, Amendment No. 1 to the Limited Partnership Agreement between the Partnership, CG and JT dated June 12, 1991 (the "Limited Partnership Agreement") dated on December 23, 1991 or Amendment No. 2 to the Limited Partnership Agreement dated as of January 1, 1994.


1.2 Additional Definitions. Article I of the Collaboration Agreement shall be amended to add the following additional definitions:


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"Affiliate" shall mean any entity which controls, is controlled by or
is under common control with any one of CG, JT or the Partnership. An
entity shall be regarded as in control of another entity if it owns or
controls at least fifty percent (50%) of the shares of the subject
entity entitled to vote in the election of directors (or, in the case
of an entity that is not a corporation, for the election of the
corresponding managing authority); provided, however, the Partnership
shall not be an Affiliate of CG or JT under this Agreement and the
Partnership shall not be considered controlled by CG or JT for purposes
of determining Affiliates of CG or JT.


"Patent Committee" shall have the meaning set forth in
Section 6.6.


"Sublicensee" shall mean a third party that is not an Affiliate to whom
CG or JT has granted a sublicense under the Patent Rights to make, use
and/or sell Licensed Products to the extent of the rights of such Party
therein. "Sublicensee" shall also include a third party to whom CG or
JT has granted the right to distribute Licensed Products in a country,
provided that such third party is responsible for the marketing and
promotion of Licensed Products within the applicable country.


1.3 Amendment of Definition of Knowhow. Section 1.5 of the Collaboration Agreement shall be amended to read in its entirety as follows:


"Knowhow" shall mean all information in the possession of a Party
constituting methods, prototypes, techniques, materials (including
mice) and data for the discovery, development and creation of a
Monoclonal Antibody producing mouse, which such Party is free to
transfer or disclose without violating an existing contractual
obligation to third party. The Knowhow existing as of the Effective
Date, including any Licensed Product Knowhow as of the Effective Date,
is listed on Exhibit F, attached hereto, which such list shall be
amended by the Parties subsequent to the termination of the Sponsored
Research to include Knowhow as of the Termination Date.


1.4 Amendment of Definition of Monoclonal Antibodies. Section 1.7 of the Collaboration Agreement shall be amended to read in its entirety as follows:


"Monoclonal Antibodies" shall mean antibodies [ * ] those naturally
occurring in humans which are derived from genetically modified strains
of mice. Such genetic modifications may include, without limitation,
[ * ]


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[*] Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.


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1.5 Amendment of Definition of Patent Rights. Section 1.10 of the Collaboration Agreement shall be amended to read in its entirety as follows:


"Patent Rights" shall mean (a) all U.S. patent applications and patents
listed on Exhibit B hereto, in each case to the extent a Party has the
right to license or sublicense the same; (b) any continuations,
divisionals, reexaminations, reissues or extensions of any of (a)
above; and (c) any foreign counterparts issued or issuing on any of (a)
or (b) above. Exhibit B shall be amended by the Parties subsequent to
the termination of the Sponsored Research to include U.S. patent
applications and patents as of the Termination Date owned by or
licensed to a Party to the extent they cover (i) a Monoclonal Antibody,
(ii) a means of producing a Monoclonal Antibody, (iii) means or methods
of genetically modifying a mouse or (iv) rights used in research and
development in the Field or the Expanded Field and patents issuing on
such patent applications owned by or licensed to a Party, in each case
to the extent a Party has the right to license or sublicense the same.


2. TERMINATION OF SPONSORED RES ...