Exhibit
10.47


 


AMENDMENT NO. 1 TO THE HERCEPTIN
LICENSE AGREEMENT


 


This Amendment No. 1 To The Herceptin License Agreement (“Amendment”)
is entered into as of December 18, 2003 by and between Genentech, Inc. (“GNE”),
a Delaware corporation having offices at 1 DNA Way, South San Francisco,
California 94080 and Protein Design Labs, Inc. (“PDL”), a Delaware
corporation having offices at 34801 Campus Drive, Fremont, California
94555  (collectively, the “Parties”)
and amends that certain PDL License Agreement dated November 3, 1998 (the “Herceptin License Agreement”).  Except as expressly provided herein,
capitalized terms shall have the meanings set forth in the Herceptin License
Agreement.


 


RECITALS


 


WHEREAS, GNE and PDL are Parties to the Herceptin
License Agreement; and


 


WHEREAS, GNE and PDL are Parties to the Patent
Licensing Master Agreement dated September 25, 1998, as amended by Amendment
No. 1 To The Patent Licensing Master Agreement dated September 18, 2003 and
Amendment No. 2 To The Patent Licensing Master Agreement of even date herewith
(collectively the “PLMA”); and


 


WHEREAS, in connection with the Parties’ execution of
a settlement agreement of even date herewith (the “Settlement Agreement”), GNE and PDL desire to
amend the Herceptin License Agreement to conform to the provisions of the
Settlement Agreement.


 


NOW THEREFORE, the Parties agree as follows:


 


1.             GNE
and PDL agree that the effective date of this Amendment will be the Effective
Date of the Settlement Agreement.


 


2.             The
Herceptin License Agreement is amended as follows:


 


Section 3.04 is amended and supplemented as follows:


 


3.04                 In further
consideration of the rights and licenses granted under Article 2, GNE shall pay
to PDL royalties on Net Sales of all GNE Licensed Products sold by GNE or its
Affiliates or sublicensees or Roche in each country in the Territory as set
forth in Section 4.1 of the PLMA.


 


3.             No Other Conflicting Changes; Conflicting
Provisions:


 


On and after the Effective Date, each reference in the
Herceptin License Agreement to “this Agreement,” “hereunder,” “hereof,” or
words of like import referring to the Herceptin License Agreement, shall mean
and be a reference to the Herceptin License Agreement as amended hereby.  Except as specifically amended above, the


 

















 


Herceptin License Agreement is and shall continue to
be in full force and effect.  In the
event of any conflict, with respect to the subject matter herein, between the
terms of this Amendment,
the PLMA, the Herceptin License
Agreement and the Settlement
Agreement, the terms of the Settlement
Agreement shall govern.  In the
event of any conflict, with respect to the subject matter herein, between this Amendment, the PLMA and the Herceptin License Agreement, the terms
of this Amendment shall govern.


 


IN WITNESS WHEREOF, the Parties have executed this
Amendment through their duly authorized representatives as of the date first
set forth above.


 


 


	
  Protein
  Design Labs, Inc.

  	
  Genentech,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Douglas O. Ebersole

  	
   

  	
  By

  	
  /s/ Stephen Juelsgaard

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
  SVP, Legal & Corporate Development

  	
   

  	
  Title

  	
  EVP & General Counsel