Looking for an agreement? Search from over 1 million agreements now.

Amendment To Cross-license Agreement

This is an actual contract by Medarex.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
EXECUTION COPY




[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

AMENDMENT TO
CROSS-LICENSE AGREEMENT

THIS AMENDMENT TO CROSS-LICENSE AGREEMENT (the "Amendment" ) is made as of April 25 th , 2007 (the "Amendment Effective Date" ) between Pfizer Inc, a Delaware corporation having an office at 235 East 42nd Street, New York, New York 10017, and its Affiliates ( "Pfizer" ), and Medarex, Inc., a New Jersey corporation with a business address at 707 State Road, Princeton, New Jersey 08540 ( "Medarex" ). Pfizer and Medarex each may be referred to herein individually as a "Party" or collectively as the "Parties . "

RECITALS

A. Pfizer and Medarex entered into a Cross-License Agreement dated September 15, 2004 (the "Cross-License Agreement" ).

B. The Parties now wish to amend the Cross-License Agreement to include certain additional patent claims and Patents.

NOW, THEREFORE , in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

1. The definition of Covered Patent is deleted and replaced with the following new definition:

"Covered Patent" means any Patent to the extent that it claims (a) an Antibody, or a group of Antibodies, or the Exploitation of such Antibody or group of Antibodies, (b) a composition, whether alone or in combination with an article of manufacture, comprising one or more Antibodies or the Exploitation of such a composition, (c) a nucleic acid sequence or host cell that specifically codes for, incorporates, expresses or secretes an Antibody, (d) the use of such a nucleic acid sequence or host cell to make (including to manufacture, formulate, purify, express, recover and secrete) an Antibody, (e) a method of making (including manufacturing, formulating, purifying, expressing, recovering, and secreting) (i) an Antibody, (ii) a composition comprising one or more Antibodies or (iii) CTLA-4; (f) a method of using an Antibody or a composition comprising one or more Antibodies; or (g) CTLA-4.

For the avoidance of doubt, the following language has been deleted from the definition: "Covered Patents shall not include any Patents to the extent that they claim any method of manufacturing Licensed Products."




[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

1






2. Schedule A, Medarex Patents and Patent Applications, is deleted and replaced with the attached Schedule A.

3. Schedule B, Pfizer Patents and Patent Applications, is deleted and replaced with the attached Schedule B.

4. The definitions of Medarex Patents and Pfizer Patents are amended to read as follows:

"Medarex Patents" means (a) all Covered Patents Controlled by Medarex (other than through a license from Bristol-Myers Squibb Company (" BMS ")) or its Affiliates as of the Amendment Effective Date that would be infringed (and with respect to Patent applications, would be infringed after issuance) by the Exploitation of a Pfizer Product in the absence of the license grant set forth in Section 2.1.2, including the Patents set forth in Schedule A hereto, and (b) all Covered Patents Controlled by Medarex or its Affiliates (other than through a license from BMS) that are filed either from such Covered Patents in clause (a) above or from an application claiming priority therefrom to the extent of claims not directed to new matter, but in each case ((a) and (b)) excluding any Medarex Excluded Patents.

"Pfizer Patents" means (a) all Covered Patents Controlled by Pfizer or its Affiliates as of the Amendment Effective Date that would be infringed (and with respect to Patent applications, would be infringed after issuance) by the Exploitation of a Medarex Product in the absence of the license grant set forth in Section 2.1.1, including the Patents set forth in Schedule B hereto, and (b) all Covered Patents Controlled by Pfizer or its Affiliates that are filed either from such Covered Patents in clause (a) above or from an application claiming priority therefrom to the extent of claims not directed to new matter, but in each case ((a) and (b)) excluding any Pfizer Excluded Patents.

5. The definition of Medarex Excluded Patents and Pfizer Excluded Patents are amended to read as follows:

"Medarex Excluded Patents" means (a) Mice-Related Patents, (b) Allison Patents, and (c) claims of any Patents that Medarex or any of its Affiliates own, have under license or otherwise Control to the extent that they (i) claim (A) one or more particular Antibodies where such particular Antibody(ies) is specifically defined by the amino acid sequence of CDR 1, 2 and 3 of either the heavy or the light chain variable region of such Antibody(ies) (each such specifically defined Antibody being a " Particular Antibody ") or the Exploitation of such Particular Antibody(ies), (B) a composition comprising one or more such Pa
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |