Exhibit
10.37


 


PRIVATE BETWEEN THE PARTIES


 


PharmAthene, Inc.


Confidential Materials Omitted and Filed Separately with the


Securities and Exchange Commission


Confidential Portions denoted by [***]


 


	
  Intellectual
  Property Group

  	
  [***]

  	
  [***]

  	
  [***]

  
	
  Manager

  	
  [***]

  	
  [***]

  	
  [***]

  
	
   

  	
  [***]

  	
  [***]

  	
   

  
	
   

  	
  [***]

  	
  [***]

  	
   

  
	
   

  	
  [***]

  	
   

  	
   

  
	
   

  	
  [***]

  	
   

  	
   

  



 


	
  Avecia
  Biologics Limited

  	
  

  
	
  Hexagon
  Tower

  
	
  Blackley

  
	
  Manchester

  
	
  M9 8ZS

  
	
  (Attn Chris
  Revell)

  



 


20 March 2008


 


Our refs:  [***]


 


Dear Sirs


 


Manufacturing and Marketing Licence Agreement
In respect of [***] Manufacturing Licence Agreement [***]


 


We hereby
agree that the exclusive period under clause 2.2 of each of the above licenses
is extended and the exclusive period is for the period that the license remains
in effect and is for the benefit of you or your assignees.  In each case, such exclusive period shall
(without prejudice to our rights to terminate the licences in accordance with
their terms) be subject to termination only if you or any party to whom you
assign your license agreements does not diligently pursue development of
products using the respective technology licensed to you by us, by prior
written notice to Avecia (or an Avecia assignee) of an intent to terminate the
exclusive period.  Such proposed
termination is subject to the dispute resolution procedure of Clause 14.1 of
the [***] License and Clause 16.1 of the [***] License.  This extension is subject to


 


1.                                       continuation of the rights of
Dstl under Clauses 2.3 and 2.4 of each agreement;


 


2.                                       replacement of [***] in Clause 2.2 of the 20th June 2006 agreement [***] by [***]; and


 


3.                                       deletion of Clauses 2.8, 10.3,
10.4 and 10.5 In the 6th December 2006 [***] Licence and
Clauses 2.8 and 9.3 in the 20 June 2006 [***] licence.


 


4.                                       In consideration for the
extension, it is agreed that:


 


a.                                       Dstl shall not be obliged to
take action against infringers but you shall have the right to do so at your
own cost and expense;


 


b.                                      Dstl shall be entitled receive
the lower of the royalty as set out in the
licences in respect
of sales of products by the infringers or [***] of any recovery obtained as a result of such action (less
the attributable costs of such an action);


 

















 


c.                                       You or your assignee shall pay
to Dstl;


 


I.                                         a lump sum of [***] being roughly equivalent to the costs Incurred prior to the
date of signature hereof of prosecuting and maintaining the patents and patent
applications listed in the Schedules of the
licences but
excluding the costs associated with US patent interference proceedings; and


 


II.                                     a minimum annual royalty
equivalent to the ongoing costs of prosecuting and maintaining the patent and
patent applications listed In the Schedules of the licenses together with any
additional patents and patent applications that are added by mutual agreement.


 


d.                                      The parties shall meet every
three years in order to review the position generally in respect of each licence.  In the event that Dstl considers there no
longer to be a market for products being developed or produced by the licensee,
Dstl and the licensee will engage in bona-fide discussions to determine the
future of the licences and the wisdom of continuing them in force.


 


e.                                       The parties (including any
Avecia assignee) agree that the amendments to the licence agreements set out above are
binding and that the provisions of this letter specifically amend the
respective agreements from the date hereof; however, the parties (Including any
Avecia assignee) will engage in bona-fide discussions to further amend the
respective agreements, if required, to clarify any wording thereof, provided,
however, the failure to agree to any clarification shall not change the binding
effect of these amendments and the respective agreements.


 


This letter
specifically amends any and all contrary provisions in the above license
agreements.  This letter supersedes the
letter signed on March 19 2008 which shall be null and void including as
to any payment obligations thereunder.


 


Please confirm
your agreement to the above by signing below.


 


	
   

  
	
  [***]

  	
   

  
	
   

  
	
  [***]

  



[***]


[***]


 


Agreed:


 


	
   

  
	
  /s/ D. McLellan

  	
   

  
	
   

  
	
  By:

  	
  D. McLellan

  	
   

  
	
   

  	
  Director

  	
  Approved as
  to 

  
	
   

  	
  legal form
  by

  	
  [***]

  
	
  For

  	
   

  	
   

  
					



 


Avecia Biologics Limited


 


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