EXHIBIT 10.45A
[*] indicates that a confidential portion of the text of this agreement has been
omitted.
AMENDMENT NO. 1 TO
MASTER SERVICES AGREEMENT
This Amendment No. 1 to Master Services Agreement (this "Amendment"), dated as
of October 4, 2011 (the "Amendment Effective Date"), is between Medpace, Inc.,
an Ohio corporation with offices at 4620 Wesley Avenue, Cincinnati, Ohio 45212
("MEDPACE"), and XOMA (US) LLC, a Delaware limited liability company with
offices at 2910 Seventh Street, Berkeley, California 94710 ("SPONSOR").
MEDPACE
and SPONSOR are sometimes referred to herein individually as a "Party" and
together as the "Parties."
Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed to them in the Master Services Agreement
(as defined below).
RECITALS:
WHEREAS, MEDPACE and SPONSOR have entered into that certain Master Services
Agreement, dated as of November 9, 2009 (the "Master Services Agreement"); and
WHEREAS, the Parties now wish to amend the Master Services Agreement on the
terms set forth below;
NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
Section 1.
Amendment.
The Master Services Agreement is hereby
amended by adding thereto a new Article 4A to read in its entirety as follows:
4A.
SPECIAL PAYMENT AND OTHER PROVISIONS RELATING TO PERINDOPRIL PRODUCTS
4A.1.
Certain Definitions
4A.1.1.
"ACEON" means the product ACEON®, which is one of the subjects of the Amended
and Restated License Agreement.
4A.1.2.
"Amended and Restated License Agreement" means that certain Amended and Restated
License and Commercialization Agreement to be entered into by and between Les
Laboratoires Servier ("Servier") and XOMA Ireland Limited relating to ACEON and
the Perindopril/Amlodipine Product.
4A.1.3.
"Gross Sales" means, with respect to a particular product and for a particular
period, the adjusted gross amount invoiced on all sales of such product by
SPONSOR or through or by its affiliates or sublicensees in the U.S. through
customary commercial channels of distribution to independent third parties in
bona fide arms length sales for such period.
4A.1.4.
"Perindopril/Amlodipine Product" means the product Perindopril/Amlodipine, which
is one of the subjects of the Amended and Restated License Agreement.
4A.1.5.
"Perindopril/Amlodipine Services" means the Services to be performed by MEDPACE
pursuant to the Perindopril/Amlodipine Task Orders.
4A.1.6.
"Perindopril/Amlodipine Studies" means the studies of the Perindopril/Amlodipine
Product that are the subjects of the Perindopril/Amlodipine Task Orders.
4A.1.7.
"Perindopril/Amlodipine Task Orders" means (a) MEDPACE Task Order Number 5
(MEDPACE Project Number [*]), dated July 6, 2011, between MEDPACE and SPONSOR
under the Master Services Agreement ("Task Order No. 5"), and (b) that certain
Task Order to be entered into between the Parties under the Master Services
Agreement relating to the planned small meal interaction study for the
Perindopril/Amlodipine Product. .
4A.2.
Payments from Servier.
Within [*] days of the first dosing of the first patient
in the first of the Perindopril/Amlodipine Studies, SPONSOR will pay to MEDPACE
[*] Euro, whether received