Exhibit 10.50



 







Exhibit 10.50


***Text Omitted and Filed Separately
Confidential Treatment
Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and
240.24b-2(b)(1)




     AMENDMENT No. 1 (this “Amendment”), dated as of December 30, 2005, to the Asset
Purchase Agreement dated as of November 23, 2005 (the “Agreement”), by and between IDM
PHARMA, INC., a Delaware corporation (the “Seller”), and PHARMEXA INC., a Delaware
corporation (the “Buyer”). Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Agreement.



RECITALS:




     A. The Seller and the Buyer have entered into the Agreement; and




     B. The Seller and the Buyer have agreed to enter into this Amendment.



     NOW, THEREFORE, in consideration of the foregoing and the rights and obligations contained
herein, and intending to be legally bound hereby, the Seller and the Buyer hereby agree as follows:



          Section 1. Section 3.15. Section 3.15 shall be added to the Agreement as follows:




“3.15 Transfer to [. . . *** . . .]. On the Closing Date, Buyer shall sell,
assign, transfer and convey to [. . . *** . . .] (a) the equipment and (b) Buyer’s interest
in the agreements, in each case listed on Schedule 3.15, in exchange for aggregate
consideration of [. ***.], to be paid by [. . . *** . . .], and shall issue a Bill of Sale
to [. . . *** . . .] evidencing such transfer.”



          Section 2. Schedule 3.15. Schedule 3.15, attached hereto as Exhibit A, shall be
added to the Agreement.




          Section 3. Schedule 4.5(a). Schedule 4.5(a) of the Agreement shall be deleted and
replaced in its entirety by the schedule attached hereto as Exhibit B.




          Section 4. Schedule 6.6. Schedule 6.6 of the Agreement shall be deleted and replaced
in its entirety by the schedule attached hereto as Exhibit C.




          Section 5. Entire Agreement. The Agreement, as amended by this Amendment,
constitutes the entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, between the parties.
Except as amended by this Amendment, the Agreement shall continue in full force and effect in
accordance with its terms.




          Section 6. Severability. If any term or other provision of this Amendment is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all other conditions
and provisions of this Amendment shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated by this Amendment is not affected in
any manner materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall




	 	 	 
	 

	 	*Confidential Treatment Requested
   under
17 C.F.R. §§ 200.80(b)(4) and
   240.24b-2(b)(1)






 









 






negotiate in
good faith to modify this Amendment so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be
consummated as originally contemplated by the Agreement as amended by this Amendment to the fullest
extent possible.



          Section 7. Counterparts. This Amendment may be executed and delivered (including by
facsimile transmission) in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.




          Section 8. Governing Law.




          (a) This Agreement shall be construed and enforced in accordance with the laws of the State of
California without giving effect to the principles of conflicts of laws.




          (b) The parties irrevocably agree that any dispute, controversy or claim arising out of or
relating to this Amendment or the transactions contemplated thereby, or the breach, termination or
invalidity thereof, shall be settled by arbitration in accordance with Section 11.7 of the
Agreement.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





2









 








     IN WITNESS WHEREOF, the Seller and the Buyer have executed, or have caused to be executed by
their respective officers thereunto duly authorized, this Amendment as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	IDM PHARMA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ Emile Loria	 	 
	 

	 	 	 	 	 	 
	 

	 	
	  Name:   Emile Loria	 	 
	 

	 	
	  Title:   President and Chief Business Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PHARMEXA INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 /s/ Marc Hertz	 	 
	 

	 	 	 	 	 	 
	 

	 	
	  Name:   Marc Hertz, Ph.D.	 	 
	 

	 	
	  Title:   Chief Executive Officer	 	 






 









 






Exhibit A




Schedule 3.15. Equipment and Agreements to be Transferred to [. . . *** . . .].




(a) Equipment:




[. . . *** . . .]




(b) Agreements:




[. . . *** . . .]




	 	 	 
	 

	 	*Confidential Treatment Requested
   under
17 C.F.R. §§ 200.80(b)(4) and
   240.24b-2(b)(1)






 









 






Exhibit B




Schedule 4.5(a). Material Contracts and Required Consents for Material Contracts.




Material Contracts Not Requiring Consent:




[. . . *** . . .]





	 	 	 
	 

	 	*Confidential Treatment Requested
   under
17 C.F.R. §§ 200.80(b)(4) and
   240.24b-2(b)(1)






 









 






[. . . *** . . .]




Material Contracts Requiring Consent:




[. . . *** . . .]




	 	 	 
	 

	 	*Confidential Treatment Requested
   under
17 C.F.R. §§ 200.80(b)(4) and
   240.24b-2(b)(1)






 









 






[. . . *** . . .]




	 	 	 
	 

	 	*Confidential Treatment Requested
   under
17 C.F.R. §§ 200.80(b)(4) and
   240.24b-2(b)(1)






 









 






Exhibit C




Schedule 6.6. Consents Required to Close.




[. . . *** . . .]




	 	 	 
	 

	 	*Confidential Treatment Requested
   under
17 C.F.R. §§ 200.80(b)(4) and
   240.24b-2(b)(1)