Exhibit 10.19


 


Fourth Amendment


 


This Fourth Amendment is to the License Agreement
dated November 29,1992 by and between the MASSACHUSETTS INSTITUTE OF
TECHNOLOGY (“M.I.T.”), the WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH (“Whitehead”)
and STRESSGEN BIOTECHNOLOGIES CORPORATION (“LICENSEE”).


 


The Parties now further agree as follows:


 


1.               In ARTICLE 1 –
DEFINITIONS, strike Section 1.2(b) in its entirety and substitute the
following:


 


1.2(b) United States and foreign patents issued
from the applications listed in Appendix A and from divisionals, continuations,
renewals, extensions, term restorations and re-examinations of these
applications;


 


2.               In ARTICLE I –
DEFINITIONS strike Section 1.7 in its entirety and substitute the
following:


 


1.7 “Field of Use” shall mean all uses.


 


3.    In ARTICLE I – DEFINITIONS add the following:


 


1.8 “Sublicensing Revenue” shall mean any payments
that LICENSEE receives from a sublicensee in consideration for the sublicense
of the rights granted LICENSEE under Section 2.1 of this Agreement
including without limitation license fees, milestone payments, license
maintenance fees and other payments, but specifically excluding: (i) payments
made in consideration for the issuance of equity or debt securities of LICENSEE
at fair market value, (ii) payments specifically committed to the
research, development and clinical trials (both pre-and post-market) of
Licensed Products or Licensed Processes, (iii) payments for equipment and
the cost of production of Licensed Products or Licensed Services, and  (iv) running royalties received by
LICENSEE from the sublicensee. This definition of Sublicensing Revenue is not
intended to include other payments, not specifically outlined above, which are
not conventionally understood to be “sublicensing revenue” from the
sublicensing of patent rights.


 


4.               In ARTICLE II –
GRANT strike Section 2.1 in its entirety and substitute the following:


 


2.1   M.I.T. and Whitehead hereby grant to LICENSEE
the right and license to make, have made, use, lease, sell, research, develop,
import, offer for sale and otherwise distribute the Licensed Products, and to
practice the Licensed Processes in the Territory for the Field of Use until the
expiration or abandonment of all issued patents and filed patent applications
within the Patent Rights, unless this Agreement is earlier terminated in
accordance with the provisions of this Agreement.


 





















 


5.               In ARTICLE II
– GRANT strike Section 2.3 in its entirety and substitute the following:


 


2.3 In order to establish a period of exclusivity for
LICENSEE, M.I.T. and Whitehead hereby agree that they shall not grant any other
license to make, have made, use, lease and sell Licensed Products or to utilize
Licensed Processes in the Territory for the Field of Use prior to the
termination of this Agreement pursuant to Article XIII.


 


6.               In ARTICLE III–DUE
DILIGENCE strike Section 3.3 in its entirety.


 


7.               In ARTICLE IV –
ROYALTIES strike Section 4.1(d) in its entirety and substitute the
following:


 


4.1(d) Ten Percent (10%) of Sublicensing Revenue.


 


The effective date of the Fourth Amendment is the latest date of
execution by the parties:


 


Agreed to for:


 


	
  MASSACHUSETTS INSTITUTE OF

  TECHNOLOGY

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Lita Nelsen

  	
   

  	
   

  
	
  Name

  	
  LITA L. NELSEN

  	
   

  	
   

  
	
  Title

  	
  DIRECTOR TECHNOLOGY LICENSING OFFICE

  	
   

  	
   

  
	
  Date

  	
  April  3, 2002

  	
   

  	
   

  
	
   

  	
   

  
	
  WHITEHEAD INSTITUTE FOR

  BIOMEDICAL RESEARCH

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ John Pratt

  	
   

  	
   

  
	
  Name

  	
  John Pratt

  	
   

  	
   

  
	
  Title

  	
  Vice President

  	
   

  	
   

  
	
  Date

  	
  April 5, 2002

  	
   

  	
   

  
	
   

  	
   

  
	
  STRESSGEN BIOTECHNOLOGIES CORPORATION

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Daniel L. Korpolinski

  	
   

  	
   

  
	
  Name

  	
  Daniel L. Korpolinski

  	
   

  	
   

  
	
  Title

  	
  President & Chief Executive Officer

  	
   

  	
   

  
	
  Date

  	
  April 15, 2002