Amendment To Joint Development Agreement

Confidential treatment has been requested for portions of this exhibit. The confidential portions have been redacted and are denoted by [______________]. The confidential portions have been separately filed with the commission.]


AMENDMENT TO JOINT DEVELOPMENT AGREEMENT


This AMENDMENT TO JOINT DEVELOPMENT AGREEMENT (this "Agreement") is made as of September 30, 1997 by and between ALEXION PHARMACEUTICALS, INC., a Delaware corporation ("Alexion"), having its principal place of business at 25 Science Park, Suite 360, New Haven, Connecticut 06511, and UNITED STATES SURGICAL CORPORATION, a Delaware Corporation ("USSC"), having its principal place of business at 150 Glover Avenue, Norwalk, Connecticut 06856.


Background


A. Alexion and USSC entered into a Joint Development Agreement dated as of July 31, 1995 (the "Original Agreement"), pursuant to which Alexion and USSC established a cooperative arrangement for the development and commercialization of certain proprietary technology of Alexion relating to [________________]. (Capitalized terms not otherwise defined herein have the meaning given in the Original Agreement.)


B. In view of (i) the substantial progress made by Alexion toward certain milestones in the Original Agreement and (ii) certain inventions acquired by Alexion that may have application in the Field, USSC desires to (a) recognize Alexion's research and pre-clinical progress by increasing USSC's investment in Alexion on the terms and conditions set forth in a certain Share Purchase Agreement being entered into contemporaneously with this Agreement and (b) obtain exclusive rights to such inventions in the Field, and Alexion and USSC wish to modify the Original Agreement as set forth below.


In consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


1. Pre-Clinical Funding


1.1 Subsection 3.4(c)of the Original Agreement is hereby amended by deleting clauses 3.4(c)(i)(B) and 3.4(c)(ii) in their entirety.


1.2 Subsection 3.4(d) of the Original Agreement is hereby amended by inserting the following sentence at the beginning of such paragraph: "It is agreed that two important milestones are the attainment of the DC/HT Milestone and the Primate Milestone," and by deleting from the first sentence thereof the phrase "make the payment associated with such milestone or."


2. Amendment of License to Include New Patent Application; Certain Pigs


2.1 The parties wish to confirm that "Alexion Transplantation Technology Invention" shall include the invention described in the New Patent Application (as defined below), which invention shall hereafter be deemed to be within the scope of the license with respect to Alexion Transplantation Technology Inventions granted to USSC pursuant to Section 3.5(h) of the Original Agreement.


2.2 The Disclosure Schedule appended to the Original Agreement is hereby amended by adding as Patent No. 20. disclosed thereon, the following patent application and all patents which issue thereon and foreign counterparts thereof, any continuations, continuations-in-part, divisions, reissues, reexaminations, additions and renewals of any such applications or patents (collectively, the "New Patent Application"):


"20. [___________________________________________] ...