EXHIBIT 10.1


 


 


 


AMENDMENT NO. 2


 


 


 


To


 


 


MANUFACTURING SERVICES AGREEMENT




Dated 30 June 2015


 


Between




Proteon Therapeutics, Inc.




And




LONZA LTD


 


 


 


 


 


 


 


Exhibit A Project Plan A-1


Exhibit B-1 Scope of Work


Exhibit B-2 Scope of Work


Exhibit C Estimated Timeline


Exhibit D Price and Payment


 


 


 


 


 


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THIS AMENDMENT No. 2 is made on the date of the last signature set forth below


to the Manufacturing Services Agreement
dated 30 June 2015 between Proteon Therapeutics, Inc. (“Proteon” or “Customer”) and Lonza Ltd
(“Lonza”) (the “Agreement”),


 


BETWEEN:


 


Proteon, having its address at 200 West Street, Waltham, Massachusetts


 


and


 


Lonza, a Swiss Corporation having a place of business at Münchensteinerstrasse
38, CH-4002 Basel, Switzerland


 


WHEREAS


 


	A.		Proteon and Lonza entered into the Agreement, under which Lonza is required to perform
Services relating to the Cell Line and Product described therein, and



	B.		The Parties have identified a scrivener’s error in Section 12.5(b) of the Agreement
that they wish to correct,



	C.		Proteon wishes Lonza to perform additional Services as set forth herein, and,



	D.		Lonza is willing to perform the additional Services on the terms set out herein.



 


NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:


 


	1.		Section 12.5(b) of the Agreement is amended and restated as follows:



 


“(B) EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER
CLAUSE 13 AND EXCEPT AS OTHERWISE PROVIDED IN CLAUSE 12.2 WITH RESPECT TO THIRD PARTY CLAIMS, CUSTOMER’S LIABILITY TO LONZA
UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS PAID BY CUSTOMER TO LONZA UNDER THE PROJECT
PLAN GIVING RISE TO SUCH CLAIM FOR DAMAGES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST CLAIM FOR DAMAGES, EXCEPT TO THE
EXTENT RESULTING FROM CUSTOMER’S FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.”


 


	2.		Appendix A of the Agreement shall be amended to include the additional Services as
set out in Exhibits A, B1, B-2 and C hereto



 


	3.		Appendix A of the Agreement shall be amended to include the provision of payment for
the additional Services, as set out in Exhibit D hereto



 





 


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* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED
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Capitalized terms used, but not defined, herein shall have the meanings
set forth in the Agreement. Save as herein provided, all other terms and conditions of the Agreement shall remain in full force
and effect. The term "Agreement" as used in the Agreement shall henceforth be deemed to be reference to the Agreement
as amended by the Amendment No. 2.


 


 


 


 





 


 


 


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* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED
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AS WITNESS the hands of the duly authorized representatives of the parties
hereto the day and year first before written.


 


 


 


	SIGNED BY:	 	/s/ Marie Leblanc
	For and on behalf of	 	Marie Leblanc
	Lonza Ltd	 	Associate Director
	 	 	Key Account Management
	 	 	Title
	 	 	 
	 	 	21 January 2016
	 	 	Date
	 	 	 
	SIGNED BY:	 	/s/ Nadia Zieger
	For and on behalf of	 	Nadia Zieger
	Lonza Ltd	 	Senior Legal Counsel
	 	 	Title
	 	 	 
	 	 	21 Jan. 2016
	 	 	Date
	 	 	 
	SIGNED BY:	 	/s/ Timothy Noyes
	For and on behalf of	 	Timothy Noyes
	 	 	 
	Proteon Therapeutics, Inc.	 	 
	 	 	Title
	 	 	 
	 	 	1-15-16
	 	 	Date






 


 


 





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* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED
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