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Exhibit 10.23.2    
  


 
 

AMENDMENT NO. 2    
  


        This Amendment No. 2, effective on the last date of signature, modifies and amends the Co-Promotion Agreement dated effective
November 26, 1997, as amended by the Amendment last executed on July 31, 2000 (together, the "AGREEMENT"), by and between Abbott Laboratories through its Ross Products Division
("ABBOTT"), and MedImmune, Inc. ("MEDIMMUNE"). 


 
 

WITNESSETH    
  


        WHEREAS, MEDIMMUNE and ABBOTT entered into a Co-Promotion Agreement dated effective November 26, 1997 in order to co-promote the
PRODUCT in the TERRITORY, and on July 31, 2000 entered into an Amendment effective for the 2000/2001 RSV season; 


        WHEREAS,
MEDIMMUNE and ABBOTT desire to further amend the AGREEMENT in order to provide special consideration for Synagis sales; 



        NOW
THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein set forth, the parties hereto agree as follows: 



	1.
	Unless
otherwise stated capitalized terms have the same meaning herein as ascribed to them by the AGREEMENT.



	2.
	The
term of this Amendment No. 2 shall be for one RSV selling Season beginning on July 1, 2001 through June 30, 2002. Thereafter, the terms and conditions of the
Agreement shall again apply in all respects, without any affect from this Amendment No. 2.



	3.
	During
the term of this Amendment No. 2, the following reporting and payment compensation shall apply for the NET SALES of PRODUCT sold for use in the TERRITORY by MEDIMMUNE or
its AFFILATES as follows:



	a.
	Within
thirty (30) days after achievement of (CONFIDENTIAL TREATMENT REQUESTED) in net sales during the term of this Amendment No. 2 (i.e., the 2001/2002 RSV season),
ABBOTT shall pay to MEDIMMUNE (CONFIDENTIAL TREATMENT REQUESTED).



	b.
	ABBOTT
shall receive the following payment on NET SALES of PRODUCT. 










	% Royalty
	 	Threshold

	(CONFIDENTIAL TREATMENT REQUESTED)
	 	(CONFIDENTIAL TREATMENT REQUESTED)

	(CONFIDENTIAL TREATMENT REQUESTED)
	 	(CONFIDENTIAL TREATMENT REQUESTED)

	(CONFIDENTIAL TREATMENT REQUESTED)
	 	(CONFIDENTIAL TREATMENT REQUESTED)

	(CONFIDENTIAL TREATMENT REQUESTED)
	 	(CONFIDENTIAL TREATMENT REQUESTED)

	(CONFIDENTIAL TREATMENT REQUESTED)
	 	(CONFIDENTIAL TREATMENT REQUESTED)






        This
Amendment No. 2 and the AGREEMENT sets forth the entire agreement and understanding between the parties as to the subject matter thereof and supersedes all prior agreements
and 









understandings in this respect. There shall be no amendments or modifications to this Amendment No. 2 or the AGREEMENT, except by a written document which is signed by both parties. 



	MEDIMMUNE, INC.	 	ABBOTT LABORATORIES


	

Name:	

/s/  MELVIN D. BOOTH      
 Melvin D. Booth	
 	

Name:	

/s/  GARY FLYNN      
 Gary Flynn
	

Title:	

President & Chief Operating Officer	
 	

Title:	

Sr. Vice President
	

Date:	

November 29, 2001	
 	

Date:	

November 16, 2001









 
 

Exhibit 10.180    
  


This
Agreement, dated as of June 4, 1997 is between Genentech, Inc., a Delaware corporation having a principal place of business at 460 point San Bruno Blvd., South San Francisco,
California 94080 (hereinafter "Genentech") and MedImmune, Inc. having a place of business at 35 West Watkins Road, Gaithersburg, Maryland 20878 (hereinafter "Licensee") 


WHEREAS:



	A.
	Genentech
is the owner of certain patents and patent applications (patent rights) relating to methods and compositions in the field of immunoglobulins.



	B.
	Genentech
does not wish to have these patent rights hinder the development of immunoglobulin products and is willing to grant licenses for the development of products for public use
and benefit as specified in this Agreement.



	C.
	Licensee
desires to obtain a license under the terms and conditions specified herein.



	D.
	Genentech
and Licensee believe that the subject matter of this license will be most effectively commercialized under conditions of limited exclusivity to encourage the investments
required to develop and market such subject matter. 



NOW,
THEREFORE, the parties agree as follows: 


 
 

Article I    
    
    DEFINITIONS    
  


        Unless otherwise specifically set forth herein, the following terms shall have the following meanings: 


        1.01.    "Affiliate"
of Licensee shall mean any entity that controls, is controlled by or is under common control with Licensee; and "control" for purposes of this definition
shall mean the possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting stock, by contract or otherwise. In the
case of a corporation, "control" shall mean the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting stock together with a controlling membership on the board of
directors of such corporation. 


        1.02.    "Antigen"
as used in this Agreement shall mean the respiratory syncytial virus (RSV) substance listed in Schedule A attached hereto and made a part of this
Agreement. Schedule A may be amended from time to time by mutual agreement of the Parties in writing, at which time the financial terms pertaining to the newly added Antigen(s) may also be
modified. 


        1.03.    "Bulk
Product" shall mean Licensed Product supplied in a form other than Finished Product which can be converted into Finished Product. 



        1.04.    "Cost
of Product" shall mean the cost of acquisition, if purchased, or the cost of manufacture, the latter being the sum of direct production costs and manufacturing
overhead costs determined in accordance with generally accepted accounting principles. 


        1.05.    "Designee"
shall mean a person or entity designated by a Party to exercise the rights of and perform obligations hereunder in place of and to the exclusion of that
Party in the Territory or a portion thereof. 



        1.06.    "Effective
Date" shall mean as to each Antigen, or Licensed Product based thereon, the later of the date of this Agreement or the date on which such Antigen was added
to Schedule A by amendment. 


        1.07.    "Field"
shall mean the manufacture, use of sale of Licensed Product for the prevention or therapy of human diseases. 








        1.08.    "Finished
Product" shall mean any and all Licensed Products in form for use by an end user and not intended for further chemical or genetic manipulation or
transformation. 


        1.09.    "Licensed
Patents" shall mean 


        (a)  U.S.
Patent No. 4,816,567 and the claims relating to chimeric antibodies found in patents or patent applications arising from divisionals, continuations or
continuations-in-part of any application from which U.S. Patent No. 4,816,567 claims priority (excluding U.S.S.N. 07/205,419 and foreign counterparts thereof) as well as
the foreign counterparts of the foregoing and any and all reissues, reexaminations or extensions of the foregoing ("Chimera Patents") and 


        (b)  any
patent issuing based on U.S.S.N. 07/205,419 (a continuation of the application maturing into U.S. Patent No. 4,816,567) relating to the coexpression of
immunoglobulin chains in recombinant host cells, as well as the divisionals, continuations or continuations-in-part of such U.S.S.N. 07/205,419 the issued foreign counterparts
of such U.S.S.N. 07/205,419 and any and all reissues, reexaminations or extensions of the foregoing ("Coexpression Patents"). Attached hereto as Schedule B is a list of patents and patent
applications that Genentech in good faith believes represents Licensed Patents as of September 1, 1996. However no warranty is given as to the completeness or accuracy of Schedule B or
any update thereof that might subsequently be provided to Licensee. 


        1.10.    "Licensed
Product(s)" shall mean the anti-RSV monoclonal antibody capable of binding to the Antigen listed in Schedule A hereto, the manufacture,
use or sale of which substances would, if not licensed under this Agreement, infringe one or more claims of either or both of Chimera Patents or Coexpression Patents, which have neither expired nor
been held invalid by a court or other body of competent jurisdiction from which no appeal has been or may be taken. 



        1.11.    "Net
Sales" shall mean the gross invoice or contract price to third party customers for Finished Products. Finished Products used or consumed by Licensee or its
Affiliates or Designees as part of the delivery of services to customers shall be considered Net Sales at the gross invoice or contract price of like Finished Products which are sold to customers. If
Licensed Product is sold in combination with one or more active ingredients, Net Sales shall be calculated by multiplying Net Sales of the combination product by the fraction A/(A+B) where A is the
sales price of the Finished Product in the combination when sold separately and B is the total sales price of all other active ingredients in the combination when sold separately. If the Finished
Product and the other active ingredients are not sold separately, the percentage of the total cost of the combination product attributed to Cost of Product shall be multiplied times the sales price of
the combination product to arrive at New Sales. For all Licensed Product used or consumed by others than Licensee, Licensee shall be entitled to deduct (CONFIDENTIAL TREATMENT REQUESTED) from Net
Sales in lieu of all other deductions such as taxes, shipping charges, allowances and the like prior to calculating royalties due. 


        Net
Sales for Bulk Products shall be calculated by doubling the gross invoice or contract price of Bulk Products sold to non-affiliated customers. 



        The
method of calculating Net Sales of materials in form other than Finished Product or Bulk Product that can be converted into Finished Product shall be established by the parties prior
to the first sale or transfer of any such material by Licensee to a non-affiliated third party. 


        1.12.    "Party"
shall mean Genentech or Licensee and when used in the plural shall mean Genentech and Licensee. 


        1.131    "Territory"
shall mean the entire world. 


 
 

Article II    
    
    GRANT    
  


        2.01.    License.    Subject to the fulfillment by Licensee of all the terms and conditions of this Agreement,
Genentech hereby grants to Licensee and Licensee hereby accepts a coexclusive license together with the right to sublicense its Affiliates and Designees under Licensed Patents for the term 








thereof to make, use and sell Licensed Products in the Field and the Territory. This grant shall be coexclusive with Genentech, Inc., and additional licensees, if any, to be selected solely by
Genentech. Genentech shall be free at its discretion to enter into agreements with such additional licensees at any time and on terms solely of its choosing. However, Genentech represents that, unless
for a particular Antigen a different number of additional licenses is specified at the time such Antigen is included in Schedule A, it will not grant more than four (4) additional
licenses in which both the Field and Territory are coextensive with that which is set forth herein. 



        2.02.    Right to Appoint Designee.    Licensee shall have the right to sublicense all of its rights hereunder for all
or part of the Territory (including on a country-by-country basis) to a Designee of its choosing, to the exclusion of Licensee in such Territory or portion thereof, provided
that Licensee agrees that it will indemnify Genentech for any failure of performance on the part of such Designee. An entity that simply acts to co-promote or to co-market
Licensed Product supplied by Licensee shall not be considered a Designee and Licensee may co-promote or co-market such Licensed Product with such entity in a given country or
countries, provided that (i) both Licensee and such entity obtain Licensed Products from the same manufacturing source, (ii) only one such entity shall be permitted to
co-promote or co-market the same Licensed Product in a given country, and (iii) Licensee shall be responsible for the payment of royalties on Net Sales of Licensed
Products by such entity and for all other acts of such entity as if such acts were those of the Licensee. 


        2.03.    No Other License.    Licensee understands and agrees that no license under any patent or application other
than Licensed Patents is or shall be deemed to have been granted under this Agreement, either expressly or by implication. 


        2.04.    Licenses Separately Available.    Licensee acknowledges that separate licenses under Chimera Patents and
Coexpression Patents were available from Genentech upon request prior to entering into this Agreement, but that for reasons of convenience the licenses have been combined in this Agreement. Licensee
further acknowledges that it was not coerced to enter into a license under either one of Chimera or Coexpression Patents as a condition to obtaining a license under the other, and that the licenses
hereunder were not offered as a mandatory package. 


 
 

Article III    
    
    FEES AND ROYALTIES    
  



        3.01.    License Grant Fee.    Within thirty (30) days after execution of this Agreement or amendment of
Schedule A to add an Antigen thereto, Licensee shall pay to Genentech a non-creditable, non-refundable license grant fee of (CONFIDENTIAL TREATMENT REQUESTED) per
Antigen. 


        3.02.    Minimum Annual Royalties.    Licensee shall pay to Genentech a minimum annual royalty for each Antigen on or
before January 31 of each year beginning with the third full calendar year after the Effective Date for such Antigen in accordance with the following table: 



	Full Calendar

Year
	 	Minimum Annual Royalty
 

	3	 	(CONFIDENTIAL TREATMENT REQUESTED)
	4	 	(CONFIDENTIAL TREATMENT REQUESTED)
	5	 	(CONFIDENTIAL TREATMENT REQUESTED)
	6 and each subsequent year	 	(CONFIDENTIAL TREATMENT REQUESTED)





Such
payments shall be non-refundable but shall be creditable against earned royalties as provided in Section 3.05. 








        3.03.    Earned Royalties.    


        (a)  Licensee
shall pay to Genentech a royalty of (CONFIDENTIAL TREATMENT REQUESTED) for Chimera Patents on Net Sales of Licensed Products sold by Licensee and its
sublicensees. 


        (b)  Licensee
shall also pay to Genentech, if applicable, a royalty of (CONFIDENTIAL TREATMENT REQUESTED) for Coexpression Patents on Net Sales of Licensed Products sold by
Licensee. 


        (c)  The
royalties under this Article are cumulative. For example, for sales of Licensed Product falling within the scope of both Chimera Patents and Coexpression Patents in
a given country, the royalty rate shall be a total of (CONFIDENTIAL TREATMENT REQUESTED). 


        3.04.    Sales To and Between Sublicensees.    No royalties shall be due upon sales of Licensed Products to and
between Licensee, its Affiliates, its sublicensees, co-promoting parties or co-marketing parties as permitted under Section 2.02 for further sale; provided, however,
that the royalty hereunder shall be payable upon the final sale by any of the foregoing to a non-affiliated vendee. 


        3.05.    Credits Against Royalties.    


        (a)  Licensee
shall be entitled to reduce each earned royalty payment due under Section 3.03 for a given Antigen by up to fifty percent (50%) by applying as a
one-time credit against such royalty (i) the minimum annual royalty paid for such Antigen for the calendar year for which earned royalties are then due and (ii) an amount
equal to the cumulative payments previously made under Section 3.02 for the two (2) years immediately preceding the calendar year in which Licensee makes its first bona fide commercial
sale in the United States, Japan or a country of the European Community of a particular Licensed Product for so long as is necessary to amortize such cumulative payments. Credits earned for one
Antigen are not applicable to royalties due for other Antigens. 


        (b)  Licensee
may apply as a credit on a country-by-country basis against royalties owed to Genentech for any Licensed Product pursuant to
Section 3.03 (a) up to one-half of royalties actually paid during the relevant quarter to any third party for the same Licensed Product pursuant to a license agreement for
the third party's patent rights covering such License Product, including royalties paid to the Medical Research Council with respect to valid and enforceable claims of United Kingdom Patent
No. 2,188,638 or foreign counterparts thereof. 


        (c)  Licensee
may apply as a credit against royalties owed to Genentech for any Licensed Product pursuant to Section 3.03 (b) royalties actually paid to
Celltech during the relevant quarter for the same Licensed Product if a license under Celltech patents is required in order to make and sell such Licensed Product without infringing Celltech's
patents. 


        (d)  In
no event shall the credits taken pursuant to subparagraphs (a), (b) and (c) of this Section 3.05 taken in the aggregate exceed fifty percent
(50%) of the royalties owed to Genentech for any reporting quarter. 


        3.06.    No Non-Monetary Consideration.    Without the prior written consent of Genentech, Licensee and
its Affiliates shall not solicit or accept any consideration for the sale of any Licensed Product other than as will be accurately reflected in Net Sales. 



        3.07.    Most Favored Licensee.    Should Genentech enter into a coexclusive license with any other party after the
Effective Date for the same Licensed Product and Field and any portion of the same Territory solely for monetary consideration, or monetary consideration coupled with the grant of rights as set forth
in Section 2.03, and on financial terms more favorable than those set forth herein, Genentech shall notify Licensee and permit Licensee to substitute into this Agreement all of the terms of
such other license that differ from those herein, including those that are less favorable. 







 
 

Article IV    
    
    RECORDS, REPORTS AND PAYMENTS    
  


        4.01.    Records Retention.    Licensee shall keep and shall cause its sublicensees to keep records of the sales of
all Licensed Products in sufficient detail to permit Genentech to confirm the accuracy of Licensee's royalty calculations. At Genentech's request and expense, Licensee shall permit an independent
certified public accountant appointed by Genentech and acceptable to Licensee to examine, upon reasonable notice and at reasonable times, such records solely to the extent necessary to verify
Licensee's calculations. Such examination shall be limited to a period of time no more than three (3) years immediately preceding the request for examination. If Licensee's royalties are found
to be in error such that royalties to Genetech were underpaid by more than five (5) percent then Licensee shall promptly pay any deficiency, plus interest at the prime rate, to Genentech and
reimburse Genentech for its costs in examining such records. 



        4.02.    Reports.    Within sixty (60) days after the end of each calendar quarter following Licensee's or its
sublicensee's first sale of Licensed Product, Licensee shall furnish to Genentech a written report of all sales of Licensed Products subject to royalty under Section 3.03 during such calendar
quarter. Such report shall include (i) the determination of Net Sales as specified in Section 1.11; (ii) detailed itemization of the credits taken pursuant to Section 3.05;
and (iii) the royalty payment then due. 


        4.03.    Payments.    Concurrently with each report pursuant to Section 4.02, Licensee shall make the royalty
payment then due. Payments shall be in United States dollars and, unless otherwise agreed in writing, shall be made by wire transfer to such bank as Genentech may from time to time designate in
writing, without set-off and free and clear of and without any deduction or withholding for or on account of any taxes, duties, levies, imposts, fees or charges except for withholding
required by tax authorities for income taxes on royalties actually payable to Genentech after application of the credits permitted by Sections 3.05. Licensee shall make any withholding payments due on
behalf of Genentech and shall promptly provide Genentech with official tax receipts or other written documentation sufficient to enable Genentech to satisfy the United States tax authorities with
respect to Genentech's application for a foreign tax credit for such payment. 



        4.04.    Currency Conversion.    Royalties due on Net Sales of Licensed Products made in currency other than United
States dollars shall first be calculated in the foreign currency and then converted to United States dollars on the basis of the rate of exchange in effect for purchase of dollars published in the
Wall Street Journal on the last business day of the period for which royalties are due. 


 
 

Article V    
    
    LIABILITY    
  



        5.01.    Indemnification.    Licensee shall defend, indemnify and hold Genentech harmless against any and all
liability, damage, loss, cost or expense resulting from any third party claim, suit or other action arising out of or based on the manufacture, use or sale of any Licensed Product by Licensee, its
sublicensees or co-promoting or co-marketing entities pursuant to Section 2.02; provided, however, that upon the filing of any such claim or suit, Genentech shall
promptly notify Licensee and permit Licensee, at Licensee;s cost, to handle and control such claim or suit and shall cooperate in the defense thereof. 


 
 

Article VI    
    
    PATENT INFRINGEMENT    
  


        6.01.    Notification of Infringement.    Licensee shall notify Genentech of any infringement by third parties of any
patent within Licensed Patents of which Licensee is aware and shall provide Genentech with the available evidence, if any, of such infringement. 



        6.02.    Enforcement of Licensed Patents.    Genentech shall retain the sole right, at its sole discretion and
expense, to enforce Licensed Patents against third party infringers. However, if (i) a non-Affiliated 









third party which is not licensed under Chimera Patents or Coexpression Patents attains a market share of the greater of (a) at least (CONFIDENTIAL TREATMENT REQUESTED) of sales (in monetary
volume) or (b) (CONFIDENTIAL TREATMENT REQUESTED) in sales of a particular Licensed Product within the Field in any country, (ii) Licensee or its sublicensee is selling the Licensed
Product in such country, (iii) there is reasonable evidence that such third party is infringing either Chimera Patents or Coexpresson Patents under which Licensee is paying royalties,
(iv) Licensee has paid and is not in arrears in the payment to Genentech of all royalties due under this Agreement and (v) Genentech fails to take action to abate the infringement within
six (6) months after receipt of notice pursuant to Section 6.01, then Licensee shall be entitled to reduce the royalty rates to one half (1/2) of the rates otherwise set
forth in Section 3.03 for the country in which the qualifying infringement exists. Such reduction shall continue until such time as Genentech takes action to abate the infringement or until
the market share of such third party drops below (CONFIDENTIAL TREATMENT REQUESTED) of the total market or sales below (CONFIDENTIAL TREATMENT REQUESTED) for that particular Licensed Product within
the Field in the country in question. Royalties shall not be affected in countries in which such infringement is not occurring. Unlicensed infringing sales shall not affect the payment under
Section 3.02 unless such sales constitute greater than (CONFIDENTIAL TREATMENT REQUESTED) of the market for such particular Licensed Product in all markets in which Licensee and its
sublicensees sell the Product, in which case the otherwise appropriate minimum shall be reduced by the percentage market share held by the unlicensed infringer. Genentech shall be entitled to recovery
of all damages, costs and the like in any action brought under this Section 6.02. 


        6.03.    No Warranty of Non-Infringement.    Nothing in this Agreement shall be construed as a
representation made or warranty given by Genentech that the practice by Licensee or its sublicensees of the license granted hereunder will not infringe the patent rights of any third party. 


 
 

Article VII    
    
    TERM AND TERMINATION    
  


        7.01.    Term.    This Agreement shall come into force as of its Effective Date and shall continue in full force and
effect on a country-by-country basis unless earlier terminated as provided herein or until the expiration of the last to expire of the Licensed Patents. 


        7.02.    Termination for Breach.    Genentech shall have the right to terminate this Agreement and the licenses
granted hereunder upon thirty (30) days' written notice to Licensee for Licensee's material breach of this Agreement if Licensee has failed to cure such breach within thirty (30) days of
notice thereof. 


        7.03.    Insolvency.    Either Party may terminate this Agreement if, at any time, the other Party shall file in any
court pursuant to any statute of any individual state or country, a petition in bankruptcy, insolvency or for reorganization or for an agreement among creditors or for the appointment of a receiver or
trustee of the Party or of its assets, or if the other Party proposes a written agreement of composition or extension of its debts, or if the other Party shall be served with an involuntary petition
against it filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if the other party shall propose or be a Party to any
dissolution or liquidation, or if the other party shall make an assignment for the benefit of creditors. 


        7.04.    Termination by Licensee.    Licensee may terminate this Agreement in its entirety or with respect to one or
more Antigens at any time upon six (6) months' written notice to Genentech. 


        7.05.    Effect of Termination.    Termination of this Agreement in whole or in part for any reason shall not relieve
Licensee of its obligations to pay all fees and royalties that shall have accrued hereunder prior to the effective date of termination. Termination of this Agreement as to Licensee shall result in the
termination of the licenses of Licensee and all sublicensees of Licensee. The provisions of Sections 2.04 and 3.08 shall survive termination of the Agreement for any reason except termination for
breach by Genentech. 







 
 

Article VIII    
    
    MISCELLANEOUS PROVISIONS    
  



        8.01.    Limitations on Assignments.    Neither this Agreement nor any interests hereunder shall be assignable by
either Party without the written consent of the other; provided, however, that either Party may assign this Agreement to any corporation or entity with which it may merge or consolidate, or to which
it may transfer substantially all of its assets or all of its assets to which this Agreement relates without obtaining the consent of the other Party. 


        8.02.    Jurisdiction and Choice of Laws.    This Agreement shall be interpreted and construed under the laws of
California, and Licensee agrees to submit to the jurisdiction of California. 


        8.03.    Relationship of the Parties.    Nothing in this Agreement is intended or shall be deemed to constitute a
partnership, agency, employer-employee, or joint venture relationship between the Parties. 


        8.04.    Further Acts and Instruments.    Each Party hereto agrees to execute, acknowledge and deliver such further
instruments and to do all such other acts as may be necessary or appropriate to effect the purpose and intent of this Agreement. 


        8.05.    Entire Agreement.    This Agreement constitutes and contains the entire agreement of the parties and
supersedes any and all prior negotiations, correspondence, understandings and agreements between the Parties respecting the subject matter hereof. This Agreement may be amended or modified or one or
more provisions thereof waived only by a written instrument signed by the Parties. 



        8.06.    Severability.    If in any jurisdiction any one or more of the provisions of this Agreement should for any
reason be held by any court of authority having jurisdiction over this Agreement or any of the parties hereto to be invalid, illegal or unenforceable, such provision or provisions shall be validly
reformed to as nearly approximate the intent of the Parties as possible and if unreformable, the Parties shall meet to discuss what steps should be taken to remedy the situation; in other
jurisdictions, this Agreement shall no be affected. 



        8.07.    Captions.    The captions to this Agreement are for convenience only and are to be of no force or effect in
construing and interpreting the provisions of this Agreement. 


        8.08.    WARRANTIES.    The Parties represent and warrant that they have the power to enter into this agreement.
OTHERWISE, THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. 


        8.09.    Notices.    Any notice, request, approval or other document required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been sufficiently given when delivered in person, transmitted by telex, telecopier, telegraph or deposited in the mail, postage requested,
addressed as follows: 




If
to Licensee, addressed to: 


MedImmune, Inc.

35 West Watkins Mill Road

Gaithersburg, MD 20878

Attn.: Chief Executive Officer 


If
to Genentech, addressed to: 


Genentech, Inc.

460 Point San Bruno Boulevard

South San Francisco, CA 94080

Attn.: Corporate Secretary 





or
to such other address or addresses as may be specified from time to time in a written notice. 






        8.10.    Wire Transfer of Funds.    Unless otherwise specified in writing, all payments by Licensee required hereunder
shall be made by wire transfer at the direction of Genentech. 


        IN
WITNESS WHEREOF, Genentech and Licensee have caused this Agreement to be executed by their duly authorized representatives. 



	 	 	MEDIMMUNE, INC.

	 	 
	

 	
 	

By:	

/s/  DAVID M. MOTT      
 David M. Mott	
 	

 
	 	 	Title: President & Chief Operating Officer	 	 
	 	 	Date: June 2, 1997	 	 
	

 	
 	
GENENTECH, INC.	
 	

 
	

 	
 	
By:	

/s/  NICHOLAS J. SIMON      
 Nicholas J. Simon	
 	

 
	 	 	Title: Vice President	 	 
	 	 	Date: June 5, 1997	 	 




 
 

Schedule A    
    
    Antigens    
  


        Antigens expressed by respiratory syncytial virus as described by Kenneth McIntosh and Robert M. Chanock in Virology Second Edition, pp. 1045-1067,
edited by B.N. Fields, D. M. Knipe et al. Raven Press, Ltd., New York 1990 and Antigens expressed by respiratory syncytial virus as described by Peter Collins, Kenneth McIntosh and Robert M.
Chanock in Virology Third Edition, pp. 1313-1351, edited by B.N. Fields, D. M. Knipe et al. Lippencott-Raven Publishers, Philadelphia 1996. 









 
 

SCHEDULE B    
    
    Patents and Patent Applications    
  



	Country
 
	 	Appln. Dt
	 	Appln. No.
	 	Patent No.
	 	Patent Date

	Australia	 	04/04/84	 	26429/84	 	598441	 	10/15/90
	Austria	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	Belgium	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	Canada	 	04/09/84	 	451580	 	1218613	 	03/03/87
	Denmark	 	04/05/84	 	1796/84	 	 	 	 
	European	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	France	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	Germany	 	04/06/84	 	84302368.0	 	P3484664.6	 	06/05/91
	Great Britain	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	Ireland	 	04/05/84	 	840/84	 	57198	 	09/18/92
	Israel	 	04/06/84	 	71455	 	71455	 	11/27/94
	Italy	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	Japan	 	04/06/84	 	69874/84	 	 	 	 
	Japan	 	04/06/84	 	241576/94	 	 	 	 
	Luxembourg	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	Netherlands	 	04/06/84	 	84302368.0	 	EPO125023	 	06/05/91
	New Zealand	 	04/04/84	 	207746	 	207746	 	10/11/91
	South Africa	 	04/05/84	 	84/2583	 	84/2583	 	11/28/84
	Spain	 	04/06/84	 	531372	 	531372	 	09/09/85
	Sweden	 	04/06/84	 	84302368.0	 	EPO125023	 	06/15/91
	Switzerland	 	04/06/84	 	84302368.0	 	P125023-1	 	06/05/91
	United States	 	04/08/83	 	483457	 	4816567	 	03/28/89
	United States	 	04/08/83	 	07/205419	 	 	 	 
	Australia	 	04/04/84	 	52013/90	 	639910	 	12/06/93
	Denmark	 	04/05/84	 	1262/92	 	170895	 	03/04/96
	Israel	 	04/06/84	 	99507	 	99507	 	07/02/95
	New Zealand	 	04/04/84	 	222542	 	222542	 	08/20/91
	New Zealand	 	04/04/84	 	222543	 	222543	 	10/11/91











QuickLinks



Exhibit 10.23.2


AMENDMENT NO. 2

WITNESSETH




Exhibit 10.180


Article I DEFINITIONS

Article II GRANT

Article III FEES AND ROYALTIES

Article IV RECORDS, REPORTS AND PAYMENTS

Article V LIABILITY

Article VI PATENT INFRINGEMENT

Article VII TERM AND TERMINATION

Article VIII MISCELLANEOUS PROVISIONS

Schedule A Antigens


SCHEDULE B Patents and Patent Applications