**Exhibit 10.19**

 

Fourth Amendment

 

This Fourth Amendment is to the License Agreementdated November 29,1992 by and between the MASSACHUSETTS INSTITUTE OFTECHNOLOGY (“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 thefollowing:

 

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

 

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

 

1.7 “Field of Use” shall mean all uses.

 

3.    In ARTICLE I – DEFINITIONS add the following:

 

1.8 “Sublicensing Revenue” shall mean any paymentsthat LICENSEE receives from a sublicensee in consideration for the sublicenseof the rights granted LICENSEE under Section 2.1 of this Agreementincluding without limitation license fees, milestone payments, licensemaintenance fees and other payments, but specifically excluding: (i) paymentsmade in consideration for the issuance of equity or debt securities of LICENSEEat fair market value, (ii) payments specifically committed to theresearch, development and clinical trials (both pre-and post-market) ofLicensed Products or Licensed Processes, (iii) payments for equipment andthe cost of production of Licensed Products or Licensed Services, and  (iv) running royalties received byLICENSEE from the sublicensee. This definition of Sublicensing Revenue is notintended to include other payments, not specifically outlined above, which arenot conventionally understood to be “sublicensing revenue” from thesublicensing 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 LICENSEEthe right and license to make, have made, use, lease, sell, research, develop,import, offer for sale and otherwise distribute the Licensed Products, and topractice the Licensed Processes in the Territory for the Field of Use until theexpiration or abandonment of all issued patents and filed patent applicationswithin the Patent Rights, unless this Agreement is earlier terminated inaccordance with the provisions of this Agreement.

 

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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 forLICENSEE, M.I.T. and Whitehead hereby agree that they shall not grant any otherlicense to make, have made, use, lease and sell Licensed Products or to utilizeLicensed Processes in the Territory for the Field of Use prior to thetermination of this Agreement pursuant to Article XIII.

 

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

 

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

 

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

 

The effective date of the Fourth Amendment is the latest date ofexecution 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                          |   |   |
|                                              |                                         |  |  |  |  |  |  |

 

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