ex-102xletteragreementro






    1/3          Exhibit 10.2    [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN  OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR  CONFIDENTIAL.      April 11, 2016  Joseph T. Natoli  Senior Vice President for Business and Finance  and Chief Financial Officer  University of Miami  1252 Memorial Drive  Ashe Building 230  Coral Gables, Florida 33146    Re: Letter Agreement Regarding Royalty  Dear Mr. Natoli:  This Letter Agreement Regarding Royalty (the “Letter Agreement”), effective as of April 6, 2016 (the “Letter Agreement Date”)  sets forth the agreement of the University of Miami, on behalf of its School of Medicine (“Miami”) and Seattle Genetics, Inc. (“SGI”)  regarding the payment of royalties to Miami under the License Agreement, dated September 20, 1999, as amended (the “License  Agreement”). A capitalized term used in this Letter Agreement without definition has the meaning set forth in the License Agreement.    Whereas, SGI and Miami have asserted differing interpretations regarding the royalty obligation to Miami under the License  Agreement including specifically the proper application of Section 8.1(d) set forth in Amendment No. 1 to License Agreement dated  August 4, 2000 (“Amendment No. 1”);    Whereas, the first commercial sale of ADCETRIS® (brentuximab vedotin) (“Adcetris”) occurred on August 22, 2011 (“First Sale  Date”); and    Whereas, SGI and Miami desire peace and assurance among one another, and intend herein to resolve all outstanding and  potential future disputes between them regarding the interpretation of the royalty obligation under the License Agreement, and enter  into this Letter Agreement for such express purpose.  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:  Notwithstanding any other provision of the License Agreement or Amendment No. 1 to the contrary:  21823 - 30th Drive Southeast Bothell, Washington 98021 Tel: 425.527.4000 Fax: 425.527.4001 www.seattlegenetics.com  





 






    2/3      1. Section 8.1(d) of the License Agreement shall be interpreted as obligating SGI to pay Miami a royalty subject to applicable  reductions, if any, provided for in Section 8.2 of the License Agreement, as follows:  (a) For sales of the Products during the period commencing on the First Sale Date until [*], Miami will receive a royalty  consisting of [*] percent ([*]%) of the Net Sales of the Products throughout the Territory.  (b) For sales made during the 12-month period commencing on [*] and ending on [*], and for each 12-month period  thereafter until [*] (each an “Annual Period”), Miami will a receive a royalty consisting of:  (i) [*] percent ([*]%) of the Net Sales of the Products during each such Annual Period in the Territory for Net Sales  in the range between [*] ($[*]) up to or equal to [*] Dollars ($[*]); and  (ii) [*] percent ([*]%) of the Net Sales of the Products during each such Annual Period in the Territory for Net Sales  exceeding [*] Dollars ($[*]).  For avoidance of doubt, the incremental royalty rates set forth above shall apply only to that portion of the Net Sales of  the Products that falls within the indicated range of Net Sales.  (c) All royalty and payment obligations pursuant to Section 8 of the License Agreement with respect to any and all Products  (including but not limited to Adcetris) will terminate on August 21, 2021, upon which SGI shall have in perpetuity a fully  paid up, royalty-free, non-exclusive, sublicenseable license to use the Technology, Know-How and practice the Patent  Rights to use, market and sell Products throughout the Territory.  2. For avoidance of doubt, this Letter Agreement supersedes the Running Royalty provision in Section 8.1(d) of the License  Agreement as amended by Amendment No. 1. Except as specifically amended herein, the remaining terms of the License  Agreement shall remain unaffected and in full force and effect.  





 






    3/3      Miami and SGI, intending to be legally bound, have caused this letter to be executed by their authorized representatives.    Sincerely,    Seattle Genetics, Inc.    By: /s/ Todd Simpson  Name: Todd Simpson  Title: Chief Financial Officer      ACCEPTED and AGREED:    University of Miami, on behalf of its School of Medicine    By: /s/ Joseph T. Natoli  Name: Joseph T. Natoli  Title: Senior Vice President for Business and Finance  and Chief Financial Officer